SEC Form 4 · accession 0001209191-15-008336
SAFEWAY INC · SWY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Russell M Jackson
Officer — Senior Vice President
Period of report
Jan 30, 2015
Accepted (ET)
Feb 2, 2015 · 5:32 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 StockF1 | Jan 30, 2015 | A | 59,115 | $0.00 | A | 110,993 | D | |
| Common StockF2 | Jan 30, 2015 | D | 110,993 | — | D | 0 | 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)F3 | $14.26 | Jan 30, 2015 | D | 20,000 | D | — | — | Common Stock | 20,000 | 0 | D |
| Stock Option (right to buy)F4 | $20.65 | Jan 30, 2015 | D | 10,000 | D | — | — | Common Stock | 10,000 | 0 | D |
| Stock Option (right to buy)F5 | $17.49 | Jan 30, 2015 | D | 18,701 | D | — | — | Common Stock | 18,701 | 0 | D |
| Stock Option (right to buy)F6 | $19.58 | Jan 30, 2015 | D | 27,736 | D | — | — | Common Stock | 27,736 | 0 | D |
| Stock Option (right to buy)F7 | $34.00 | Jan 30, 2015 | D | 31,687 | D | — | — | Common Stock | 31,687 | 0 | D |
| Restricted Stock UnitsF8 | — | Jan 30, 2015 | D | 7,590 | D | — | — | Common Stock | 7,590 | 0 | D |
Explanation of responses
- F1Represents shares acquired pursuant to performance share awards vested in accordance with the terms of 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").
- F2Disposed of as of the effective date of the merger pursuant to 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.
- F3The option originally vested in successive annual increments of 20% of the original number of shares subject to the option, beginning March 2, 2010. 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.
- F4The option originally vested in successive annual increments of 20% of the original number of shares subject to the option, beginning March 5, 2011. 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.
- F5The option originally vested in successive annual increments of 25% of the original number of shares subject to the option, beginning March 8, 2013. 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.
- F6The option originally vested in successive annual increments of 25% of the original number of shares subject to the option, beginning March 8, 2014. 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.
- F7The option originally vested in successive annual increments of 25% of the original number of shares subject to the option, beginning March 3, 2015. 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.
- F8Each restricted stock unit represented the contingent right to receive one share of common stock. The restricted stock units originally vested in three equal annual installments beginning March 3, 2015. Pursuant to the merger agreement, each restricted stock unit, whether vested or unvested, 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, less any applicable withholding taxes.