SEC Form 4 · accession 0001209191-15-008335

SAFEWAY INC · SWY

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

Reporting owner

Director

Period of report

Jan 30, 2015

Accepted (ET)

Feb 2, 2015 · 5:31 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	Owned after	D/I	Nature of ownership
Common Stock^F1	Jan 30, 2015	D	18,287	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Phantom Stock Units^F2	—	Jan 30, 2015	D	92,109	D	Jan 30, 2015	Jan 30, 2015	Common Stock	92,109	0	D

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.
F2Each 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.