X0306 4 2021-03-04 0 0001771515 Grocery Outlet Holding Corp. GO 0001779740 Lindberg Eric J. Jr. C/O GROCERY OUTLET HOLDING CORP. 5650 HOLLIS STREET EMERYVILLE CA 94608 1 1 0 0 Chief Executive Officer Common Stock 2021-03-04 4 A 0 27081 0.00 A 52217 D Common Stock 2021-03-04 4 S 0 4257 35.267 D 47960 D Common Stock 2021-03-05 4 M 0 25000 3.81 A 72960 D Common Stock 2021-03-05 4 S 0 23399 35.68 D 49561 D Common Stock 2021-03-05 4 S 0 1601 36.09 D 47960 D Common Stock 2126670 I By Lindberg Revocable Trust Common Stock 701500 I By Lindberg Irrevocable Trust Common Stock 460 I By child Common Stock 460 I By spouse Stock Options (Right to Buy) 3.81 2021-03-05 4 M 0 25000 0.00 D 2024-10-21 Common Stock 25000 982614 D Represents 27,081 restricted stock units ("RSUs") granted to the reporting person that will entitle the reporting person to receive one share of the Issuer's Common Stock per RSU. The RSUs will vest, and the underlying shares will be concurrently issued in a series of three equal installments upon the reporting person's completion of each 12 month period of service over the period measured from March 1, 2021 to March 1, 2024, subject to the continued service of the reporting person through such vesting dates. Does not include up to an additional 63,188 unvested performance stock units at target achievement (or up to an additional 126,376 unvested performance stock units at maximum achievement) which are eligible to vest upon the achievement of certain performance-based vesting conditions. These shares were sold to satisfy the reporting person's tax withholding obligation upon vesting of RSUs previously granted. This transaction was effected pursuant to a previously adopted Rule 10b5-1 trading plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.07 to $36.05, inclusive. The reporting person undertakes to provide to Grocery Outlet Holding Corp. (the "Issuer"), any security holder of the Issuer or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.07 to $36.13, inclusive. The reporting person undertakes to provide to Grocery Outlet Holding Corp., any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4. Reflects shares directly held by The Lindberg Family Revocable Trust u/a/d 2/14/2006 of which Mr. Lindberg is a Trustee. Reflects shares directly held by The Lindberg Family Irrevocable Trust u/a/d 5/12/2017 of which Mr. Lindberg is a Trustee. Represents previously granted stock options which were deemed earned and acquired upon the satisfaction of certain performance vesting criteria. These stock options are vested and exercisable. /s/ Pamela B. Burke, Pamela B. Burke, as Attorney-In-Fact 2021-03-08