GO

SEC source: 0000899243-21-006305 · doc4.xml · nonDerivative · entry 3

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,769

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

SEC source: 0000899243-21-006305 · doc4.xml · nonDerivative · entry 2

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 54,019

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000899243-21-006305 · doc4.xml · nonDerivative · entry 1

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,894

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000899243-21-005021 · doc4.xml · derivative · entry 8

Lindberg Eric J. Jr. · CIK 0001779740 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,032,614

Underlying: Common Stock · 25,000 shares

Expires 2024-10-21

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_date: 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.

SEC source: 0000899243-21-005021 · doc4.xml · nonDerivative · entry 3

Lindberg Eric J. Jr. · CIK 0001779740 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,136

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.73 to $40.82, 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, 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.

SEC source: 0000899243-21-005021 · doc4.xml · nonDerivative · entry 2

Lindberg Eric J. Jr. · CIK 0001779740 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,653

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.73 to $40.72, 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 (2) to this Form 4.

SEC source: 0000899243-21-005021 · doc4.xml · nonDerivative · entry 1

Lindberg Eric J. Jr. · CIK 0001779740 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 50,136

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000899243-21-004722 · doc4.xml · derivative · entry 9

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 115,281

Underlying: Common Stock · 3,000 shares

Expires 2024-11-25

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F7 · derivative.exercise_date: Represents stock options granted on November 25, 2014 which vested in five equal installments on each of the first five anniversaries of the grant date.

SEC source: 0000899243-21-004722 · doc4.xml · derivative · entry 8

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 150,280

Underlying: Common Stock · 3,000 shares

Expires 2024-11-25

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_date: 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.

SEC source: 0000899243-21-004722 · doc4.xml · nonDerivative · entry 3

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,769

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.50 to $42.96, 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, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

SEC source: 0000899243-21-004722 · doc4.xml · nonDerivative · entry 2

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 59,769

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000899243-21-004722 · doc4.xml · nonDerivative · entry 1

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 56,769

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000899243-21-003619 · doc4.xml · derivative · entry 15

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 118,281

Underlying: Common Stock · 8,800 shares

Expires 2024-11-25

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.exercise_date: Represents stock options granted on November 25, 2014 which vested in five equal installments on each of the first five anniversaries of the grant date.

SEC source: 0000899243-21-003619 · doc4.xml · derivative · entry 14

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 153,280

Underlying: Common Stock · 8,700 shares

Expires 2024-11-25

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F7 · derivative.exercise_date: 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.

SEC source: 0000899243-21-003619 · doc4.xml · nonDerivative · entry 7

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,769

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.14 to $46.28, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of 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.

SEC source: 0000899243-21-003619 · doc4.xml · nonDerivative · entry 6

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 54,869

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.14 to $46.13, 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 (2) to this Form 4.

SEC source: 0000899243-21-003619 · doc4.xml · nonDerivative · entry 5

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 71,269

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000899243-21-003619 · doc4.xml · nonDerivative · entry 4

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 62,469

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000899243-21-003618 · doc4.xml · derivative · entry 6

Sheedy Robert Joseph Jr. · CIK 0001779766 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 177,059

Underlying: Common Stock · 6,667 shares

Expires 2024-11-25

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_date: 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.

SEC source: 0000899243-21-003618 · doc4.xml · nonDerivative · entry 4

Sheedy Robert Joseph Jr. · CIK 0001779766 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,809

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

SEC source: 0000899243-21-003618 · doc4.xml · nonDerivative · entry 3

Sheedy Robert Joseph Jr. · CIK 0001779766 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,476

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000899243-21-003721 · doc4.xml · derivative · entry 9

Read S. MacGregor Jr. · CIK 0001779703 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 250,000

Underlying: Common Stock · 48,598 shares

Expires 2024-10-21

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F9 · derivative.exercise_date: 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.

SEC source: 0000899243-21-003721 · doc4.xml · nonDerivative · entry 6

Read S. MacGregor Jr. · CIK 0001779703 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,712

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.85 to $46.28, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (6) to this Form 4.

SEC source: 0000899243-21-003721 · doc4.xml · nonDerivative · entry 5

Read S. MacGregor Jr. · CIK 0001779703 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,881

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.85 to $45.84, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (5) to this Form 4.

SEC source: 0000899243-21-003721 · doc4.xml · nonDerivative · entry 4

Read S. MacGregor Jr. · CIK 0001779703 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,391

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.82 to $44.78, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the 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.

SEC source: 0000899243-21-003721 · doc4.xml · nonDerivative · entry 3

Read S. MacGregor Jr. · CIK 0001779703 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 47,695

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.69 to $43.54, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of 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.

SEC source: 0000899243-21-003721 · doc4.xml · nonDerivative · entry 2

Read S. MacGregor Jr. · CIK 0001779703 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 50,395

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.61 to $42.47, 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 (2) to this Form 4.

SEC source: 0000899243-21-003721 · doc4.xml · nonDerivative · entry 1

Read S. MacGregor Jr. · CIK 0001779703 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 51,310

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000899243-21-004706 · doc4a.xml · derivative · entry 10

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 118,281

Underlying: Common Stock · 9,375 shares

Expires 2024-11-25

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · shares: The original Form 4, filed on January 28, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 8,700 and 8,800, respectively, of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 9,375 and 9,375, respectively, of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

F9 · derivative.exercise_date: Represents stock options granted on November 25, 2014 which vested in five equal installments on each of the first five anniversaries of the grant date.

F2 · derivative.underlying_shares: The original Form 4, filed on January 28, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 8,700 and 8,800, respectively, of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 9,375 and 9,375, respectively, of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

SEC source: 0000899243-21-004706 · doc4a.xml · derivative · entry 9

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 153,280

Underlying: Common Stock · 9,375 shares

Expires 2024-11-25

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · shares: The original Form 4, filed on January 28, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 8,700 and 8,800, respectively, of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 9,375 and 9,375, respectively, of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

F8 · derivative.exercise_date: 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.

F2 · derivative.underlying_shares: The original Form 4, filed on January 28, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 8,700 and 8,800, respectively, of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 9,375 and 9,375, respectively, of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

SEC source: 0000899243-21-004706 · doc4a.xml · nonDerivative · entry 4

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,769

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

F2 · shares: The original Form 4, filed on January 28, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 8,700 and 8,800, respectively, of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 9,375 and 9,375, respectively, of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

F2 · price: The original Form 4, filed on January 28, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 8,700 and 8,800, respectively, of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 9,375 and 9,375, respectively, of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.14 to $46.28, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the 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.

SEC source: 0000899243-21-004706 · doc4a.xml · nonDerivative · entry 3

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 56,119

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.14 to $46.13, 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.

F2 · balance_after: The original Form 4, filed on January 28, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 8,700 and 8,800, respectively, of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 9,375 and 9,375, respectively, of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

SEC source: 0000899243-21-004706 · doc4a.xml · nonDerivative · entry 2

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 72,519

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · shares: The original Form 4, filed on January 28, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 8,700 and 8,800, respectively, of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 9,375 and 9,375, respectively, of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

F2 · balance_after: The original Form 4, filed on January 28, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 8,700 and 8,800, respectively, of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 9,375 and 9,375, respectively, of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

SEC source: 0000899243-21-004706 · doc4a.xml · nonDerivative · entry 1

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 63,144

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · shares: The original Form 4, filed on January 28, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 8,700 and 8,800, respectively, of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 9,375 and 9,375, respectively, of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

F2 · balance_after: The original Form 4, filed on January 28, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 8,700 and 8,800, respectively, of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 9,375 and 9,375, respectively, of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

SEC source: 0000899243-21-004704 · doc4a.xml · derivative · entry 9

Read S. MacGregor Jr. · CIK 0001779703 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 250,000

Underlying: Common Stock · 50,000 shares

Expires 2024-10-21

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · shares: The original Form 4, filed on January 29, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 48,598 of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 50,000 of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

F10 · derivative.exercise_date: 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.

F2 · derivative.underlying_shares: The original Form 4, filed on January 29, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 48,598 of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 50,000 of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

SEC source: 0000899243-21-004704 · doc4a.xml · nonDerivative · entry 6

Read S. MacGregor Jr. · CIK 0001779703 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,712

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

F2 · shares: The original Form 4, filed on January 29, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 48,598 of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 50,000 of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

F2 · price: The original Form 4, filed on January 29, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 48,598 of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 50,000 of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

F7 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.85 to $46.28, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (7) to this Form 4.

SEC source: 0000899243-21-004704 · doc4a.xml · nonDerivative · entry 5

Read S. MacGregor Jr. · CIK 0001779703 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,283

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.85 to $45.84, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (6) to this Form 4.

F2 · balance_after: The original Form 4, filed on January 29, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 48,598 of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 50,000 of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

SEC source: 0000899243-21-004704 · doc4a.xml · nonDerivative · entry 4

Read S. MacGregor Jr. · CIK 0001779703 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,793

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.82 to $44.78, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (5) to this Form 4.

F2 · balance_after: The original Form 4, filed on January 29, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 48,598 of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 50,000 of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

SEC source: 0000899243-21-004704 · doc4a.xml · nonDerivative · entry 3

Read S. MacGregor Jr. · CIK 0001779703 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 49,097

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.69 to $43.54, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the 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.

F2 · balance_after: The original Form 4, filed on January 29, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 48,598 of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 50,000 of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

SEC source: 0000899243-21-004704 · doc4a.xml · nonDerivative · entry 2

Read S. MacGregor Jr. · CIK 0001779703 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 51,797

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.61 to $42.47, 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.

F2 · balance_after: The original Form 4, filed on January 29, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 48,598 of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 50,000 of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

SEC source: 0000899243-21-004704 · doc4a.xml · nonDerivative · entry 1

Read S. MacGregor Jr. · CIK 0001779703 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 52,712

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · shares: The original Form 4, filed on January 29, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 48,598 of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 50,000 of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

F2 · balance_after: The original Form 4, filed on January 29, 2021, incorrectly reported that on January 27, 2021 the reporting person exercised 48,598 of the options reflected in Table II above and sold all of the shares received in respect of such options on such date. The original Form 4 is hereby amended to reflect that on January 27, 2021, the reporting person exercised 50,000 of the options reflected on Table II above and sold all of the shares received in respect of such options on such date as shown in Table I above. The price received by the reporting person in respect of such share sales in Column 4 of Table I has also been corrected.

SEC source: 0000899243-21-003619 · doc4.xml · derivative · entry 13

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 127,656

Underlying: Common Stock · 9,375 shares

Expires 2024-11-25

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.exercise_date: Represents stock options granted on November 25, 2014 which vested in five equal installments on each of the first five anniversaries of the grant date.

SEC source: 0000899243-21-003619 · doc4.xml · derivative · entry 12

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 162,655

Underlying: Common Stock · 9,375 shares

Expires 2024-11-25

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F7 · derivative.exercise_date: 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.

SEC source: 0000899243-21-003619 · doc4.xml · nonDerivative · entry 3

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,769

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

SEC source: 0000899243-21-003619 · doc4.xml · nonDerivative · entry 2

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 72,519

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000899243-21-003619 · doc4.xml · nonDerivative · entry 1

Bracher Charles · CIK 0001444802 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 63,144

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000899243-21-003618 · doc4.xml · derivative · entry 5

Sheedy Robert Joseph Jr. · CIK 0001779766 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 183,726

Underlying: Common Stock · 33,335 shares

Expires 2024-11-25

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_date: 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.

SEC source: 0000899243-21-003618 · doc4.xml · nonDerivative · entry 2

Sheedy Robert Joseph Jr. · CIK 0001779766 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,809

F1 · kind: The sales reported in this Form 4 were effected pursuant to a previously adopted Rule 10b5-1 trading plan.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.50 to $42.63, 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, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

SEC source: 0000899243-21-003618 · doc4.xml · nonDerivative · entry 1

Sheedy Robert Joseph Jr. · CIK 0001779766 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 49,144

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000899243-21-003285 · doc4.xml · derivative · entry 9

Read S. MacGregor Jr. · CIK 0001779703 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 300,000

Underlying: Common Stock · 6,742 shares

Expires 2024-10-21

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F7 · derivative.exercise_date: 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.