SEC Form 4 · accession 0001104659-16-160652

Smart & Final Stores, Inc. · SFS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Scott R. Drew

Officer — EVP, Operations

Period of report

Dec 1, 2016

Accepted (ET)

Dec 5, 2016 · 4:30 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001563407

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
common stock, par value $0.001^F1	Dec 1, 2016	M	11,300	$2.09	A	35,633	D
common stock, par value $0.001^F2,F3	Dec 1, 2016	S	11,300	$13.46	D	24,333	D
common stock, par value $0.001^F1	Dec 1, 2016	M	11,300	$2.09	A	35,633	D
common stock, par value $0.001^F2,F4	Dec 1, 2016	S	11,300	$13.37	D	24,333	D
common stock, par value $0.001^F1	Dec 1, 2016	M	11,300	$2.09	A	35,633	D
common stock, par value $0.001^F2,F5	Dec 1, 2016	S	11,300	$13.34	D	24,333	D
common stock, par value $0.001^F1	Dec 2, 2016	M	11,300	$2.09	A	35,633	D
common stock, par value $0.001^F2,F6	Dec 2, 2016	S	11,300	$13.20	D	24,333	D
common stock, par value $0.001^F1	Dec 2, 2016	M	11,300	$2.09	A	35,633	D
common stock, par value $0.001^F2,F7	Dec 2, 2016	S	11,300	$13.18	D	24,333	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F8	$2.09	Dec 1, 2016	M	11,300	A	—	Apr 6, 2017	Common Stock	90,140	78,840	D
Stock Option (right to buy)^F8	$2.09	Dec 1, 2016	M	11,300	A	—	Apr 6, 2017	Common Stock	78,840	67,540	D
Stock Option (right to buy)^F8	$2.09	Dec 1, 2016	M	11,300	A	—	Apr 6, 2017	Common Stock	67,540	56,240	D
Stock Option (right to buy)^F8	$2.09	Dec 2, 2016	M	11,300	A	—	Apr 6, 2017	Common Stock	56,240	44,940	D
Stock Option (right to buy)^F8	$2.09	Dec 2, 2016	M	11,300	A	—	Apr 6, 2017	Common Stock	44,940	33,640	D

Explanation of responses

F1These shares were acquired pursuant to exercise of stock options as described in Table II.
F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 sales plan adopted by Mr. Drew on May 23, 2016.
F3These shares are comprised of shares acquired pursuant to exercises of stock options as described in Footnote 1, and were sold in multiple transactions ranging from $13.35 to $13.70 per share. The price reported reflects the weighted average price. Mr. Drew undertakes to provide 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 range set forth above.
F4These shares are comprised of shares acquired pursuant to exercises of stock options as described in Footnote 1, and were sold in multiple transactions ranging from $13.35 to $13.43 per share. The price reported reflects the weighted average price. Mr. Drew undertakes to provide 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 range set forth above.
F5These shares are comprised of shares acquired pursuant to exercises of stock options as described in Footnote 1, and were sold in multiple transactions ranging from $13.25 to $13.45 per share. The price reported reflects the weighted average price. Mr. Drew undertakes to provide 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 range set forth above.
F6These shares are comprised of shares acquired pursuant to exercises of stock options as described in Footnote 1, and were sold in multiple transactions ranging from $13.15 to $13.35 per share. The price reported reflects the weighted average price. Mr. Drew undertakes to provide 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 range set forth above.
F7These shares are comprised of shares acquired pursuant to exercises of stock options as described in Footnote 1, and were sold in multiple transactions ranging from $13.10 to $13.25 per share. The price reported reflects the weighted average price. Mr. Drew undertakes to provide 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 range set forth above.
F8The option was granted on April 6, 2010. A portion of the option was scheduled to vest ratably over four years following the date of grant, and the remainder of the option was scheduled to vest upon achievement by Smart & Final Holdings Corp. of certain performance measures. In connection with the acquisition of Smart & Final Holdings Corp. by Smart & Final Stores, Inc., this option accelerated and vested in accordance with its terms on November 15, 2012.