Sec Form 4 Filing - Bortner Andrea Renee @ Grocery Outlet Holding Corp. - 2024-02-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bortner Andrea Renee 2. Issuer Name and Ticker or Trading Symbol Grocery Outlet Holding Corp. [ GO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O GROCERY OUTLET HOLDING CORP., 5650 HOLLIS STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/29/2024 (Street) EMERYVILLE, CA94608 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/29/2024 A 15,342 ( 1 ) A $ 0 39,182 D Common Stock 02/29/2024 A 14,238 ( 2 ) A $ 0 53,420 D Common Stock 22,446 I By Trust ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bortner Andrea Renee C/O GROCERY OUTLET HOLDING CORP. 5650 HOLLIS STREET EMERYVILLE, CA94608 See Remarks Signatures /s/ Lauri Fischer, Lauri Fischer, attorney-in-fact 03/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents fully vested shares of the Issuer's Common Stock acquired by the reporting person upon certification by the Issuer's Compensation Committee that certain performance-based vesting conditions had been satisfied with respect to performance stock units ("PSUs") granted to the reporting person on March 4, 2021. ( 2 )Represents 14,238 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, 2024 to March 1, 2027, subject to the continued service of the reporting person through such vesting dates. Does not include up to an additional 21,357 unvested PSUs at target achievement (or up to an additional 42,714 unvested PSUs at maximum achievement) which are eligible to vest upon the achievement of certain performance-based vesting conditions. ( 3 )Reflects shares directly held by the Bortner Family Trust of which Ms. Bortner is a Trustee.

Remarks: EVP, Chief Human Resources Officer

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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