X0306 4 2020-05-13 0 0001771515 Grocery Outlet Holding Corp. GO 0001808258 McAndrews Brian C/O GROCERY OUTLET HOLDING CORP. 5650 HOLLIS STREET EMERYVILLE CA 94608 0 1 0 0 SVP, Store Development Common Stock 2020-05-13 4 A 0 8055 0.00 A 8055 D Represents 8,055 restricted stock units ("RSUs") granted to the reporting person, of which 2,685 RSUs are scheduled to vest on March 1, 2021, 2,685 RSUs are scheduled to vest on March 1, 2022 and 2,685 RSUs are scheduled to vest on March 1, 2023, in each case, subject to the continued service of the reporting person through such vesting dates. Does not include up to an additional 12,082 unvested performance stock units at target achievement (or up to an additional 24,164 unvested performance stock units at maximum achievement) which are eligible to vest upon the achievement of certain performance-based vesting conditions. /s/ Pamela B. Burke, Pamela B. Burke, as Attorney-In-Fact 2020-05-15