SEC Form 4 · accession 0001209191-15-008347

SAFEWAY INC · SWY

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

Reporting owner

Diane M. Dietz

Officer — Executive Vice President

Period of report

Jan 30, 2015

Accepted (ET)

Feb 2, 2015 · 5:37 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	A	135,452	$0.00	A	462,027	D
Common Stock^F2	Jan 30, 2015	D	462,027	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F3	$14.26	Jan 30, 2015	D	55,000	D	—	—	Common Stock	55,000	D
Stock Option (right to buy)^F4	$20.65	Jan 30, 2015	D	221,250	D	—	—	Common Stock	221,250	D
Stock Option (right to buy)^F5	$18.39	Jan 30, 2015	D	73,750	D	—	—	Common Stock	73,750	D
Stock Option (right to buy)^F6	$17.49	Jan 30, 2015	D	66,203	D	—	—	Common Stock	66,203	D
Stock Option (right to buy)^F7	$19.58	Jan 30, 2015	D	66,488	D	—	—	Common Stock	66,488	D
Stock Option (right to buy)^F8	$34.00	Jan 30, 2015	D	53,313	D	—	—	Common Stock	53,313	D
Restricted Stock Units^F9	—	Jan 30, 2015	D	12,771	D	—	—	Common Stock	12,771	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 20% of the original number of shares subject to the option, beginning March 10, 2012. 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, 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.
F7The 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.
F8The 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.
F9Each 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.