SEC Form 4 · accession 0001209191-15-008331

SAFEWAY INC · SWY

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

Reporting owner

Frank C Herringer

Director

Period of report

Jan 30, 2015

Accepted (ET)

Feb 2, 2015 · 5:28 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000086144

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1	Jan 30, 2015	D	5,000	—	D	I	By the Frank C. and Mary Ellen Herringer 1995 Family Trust
Common Stock^F1	Jan 30, 2015	D	5,000	—	D	I	By the Sarah Herringer 2012 Irrevocable Trust B
Common Stock^F1	Jan 30, 2015	D	5,000	—	D	I	By the Julia Herringer 2012 Irrevocable Trust B
Common Stock^F1	Jan 30, 2015	D	8,000	—	D	I	Spouse Keogh

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)^F2	$24.79	Jan 30, 2015	D	20,000	D	—	—	Common Stock	20,000	0	D
Phantom Stock Units^F3	—	Jan 30, 2015	D	70,285	D	Jan 30, 2015	Jan 30, 2015	Common Stock	70,285	0	D

Explanation of responses

F1Disposed of as of the effective date of the merger pursuant to the merger agreement dated as of March 6, 2014 among issuer, AB Acquisition LLC, Albertson's Holdings LLC, Albertson's LLC and Saturn Acquisition Merger Sub, Inc., as amended (the "merger agreement"). Upon the effective date of the merger each share of common stock became the right to receive the merger consideration consisting of: (i) a cash payment of $34.92, (ii) one contingent value right relating to issuer's interest in Casa Ley, S.A. de C.V. (a "Casa Ley CVR") and (iii) one contingent value right relating to any deferred consideration relating to the sale of the assets of issuer's real-estate development subsidiary Property Development Centers, LLC (a "PDC CVR"), less any applicable withholding taxes.
F2The option originally vested in successive annual increments of 1/3 of the original number of shares subject to the option, beginning March 6, 2009. Pursuant to the merger agreement, each option, whether vested or unvested, was canceled as of the effective date of the merger in exchange for the right to receive for each share of common stock issuable upon exercise of the option (i) a cash payment of $34.92 less the exercise price per share of the option, (ii) one Casa Ley CVR and (iii) one PDC CVR, less any applicable withholding taxes.
F3Each phantom stock unit represented the right to receive the cash value of the common stock on a 1-for-1 basis upon retirement from the Board or at a permissible time elected by the director. Pursuant to the merger agreement, each phantom stock unit was canceled as of the effective date of the merger in exchange for the right to receive (i) a cash payment of $34.92, (ii) one Casa Ley CVR and (iii) one PDC CVR.