SEC Form 4 · accession 0001104659-17-021689
Smart & Final Stores, Inc. · SFS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A. Mortensen
Officer — SVP Sales & Merchandising
Period of report
Apr 3, 2017
Accepted (ET)
Apr 5, 2017 · 4:30 pm EDT
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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| common stock, par value $0.001F1 | Apr 3, 2017 | M | 20,680 | $2.09 | A | 30,264 | D | |
| common stock, par value $0.001F2,F3 | Apr 3, 2017 | S | 20,680 | $11.84 | D | 9,584 | D | |
| common stock, par value $0.001F1 | Apr 3, 2017 | M | 26,980 | $2.09 | A | 36,564 | D | |
| common stock, par value $0.001F2,F4 | Apr 3, 2017 | S | 26,980 | $11.83 | D | 9,584 | D | |
| common stock, par value $0.001F1 | Apr 4, 2017 | M | 6,300 | $2.09 | A | 15,884 | D | |
| common stock, par value $0.001F2,F5 | Apr 4, 2017 | S | 6,300 | $11.73 | D | 9,584 | 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)F6 | $2.09 | Apr 3, 2017 | M | 20,680 | D | — | Jul 30, 2017 | Common Stock | 161,880 | 141,200 | D |
| Stock Option (right to buy)F6 | $2.09 | Apr 3, 2017 | M | 26,980 | D | — | Jul 30, 2017 | Common Stock | 141,200 | 114,220 | D |
| Stock Option (right to buy)F6 | $2.09 | Apr 4, 2017 | M | 6,300 | D | — | Jul 30, 2017 | Common Stock | 114,220 | 107,920 | D |
Explanation of responses
- F1These shares were acquired pursuant to exercises 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. Mortensen on September 13, 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 at prices ranging from $11.75 to $11.95 per share. Mr. Mortensen 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 at prices ranging from $11.75 to $12.10 per share. Mr. Mortensen 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 at prices ranging from $11.60 to $11.90 per share. Mr. Mortensen 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.
- F6The option was granted on July 30, 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.