SEC Form 4 · accession 0001140361-18-041233

SUPERVALU INC · SVU

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

Reporting owner

Stuart D McFarland

Officer — SVP GC & Corp Secretary

Period of report

Oct 22, 2018

Accepted (ET)

Oct 24, 2018 · 4:30 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000095521

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Oct 22, 2018	D	4,234	$32.50	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
Non-Qualified Stock Option (right to buy)^F2	$24.71	Oct 22, 2018	D	619	D	—	Jan 11, 2023	Common Stock	619	0	D
Non-Qualified Stock Option (right to buy)^F2	$45.43	Oct 22, 2018	D	1,778	D	—	May 7, 2023	Common Stock	1,778	0	D
Non-Qualified Stock Option (right to buy)^F2	$52.50	Oct 22, 2018	D	2,841	D	—	May 16, 2024	Common Stock	2,841	0	D
Non-Qualified Stock Option (right to buy)^F2	$61.53	Oct 22, 2018	D	2,533	D	—	Apr 30, 2025	Common Stock	2,533	0	D
Restricted Stock Units^F3	$0.00	Oct 22, 2018	D	4,775	D	—	—	Common Stock	4,775	0	D
Performance Shares^F4	$0.00	Oct 22, 2018	D	16,636	D	—	—	Common Stock	16,636	0	D
Performance Shares^F4	$0.00	Oct 22, 2018	A	27,525	D	—	—	Common Stock	27,525	27,525	D
Performance Shares^F4	$0.00	Oct 22, 2018	D	27,525	D	—	—	Common Stock	27,525	0	D

Explanation of responses

F1At the effective time, each outstanding share of the Company's common stock (other than shares owned by the Company, UNFI or any of their respective subsidiaries (except for shares of common stock held on behalf of third parties), dissenting shares and any Company restricted shares) was disposed of pursuant to the Merger Agreement in exchange for $32.50 per share, without interest.
F2At the effective time, each outstanding and unexercised stock option, whether vested or unvested, was converted into an option to purchase shares of UNFI common stock generally on the same terms and conditions as applied prior to the effective time, in accordance with the terms and conditions of the Merger Agreement.
F3At the effective time, each outstanding restricted stock unit award was converted into a UNFI cash award generally on the same terms and conditions as applied prior to the effective time and payable, at UNFI's election, in cash and/or an equal value in shares of UNFI common stock, which award had a value equal to the product of (i) the number of shares of SUPERVALU common stock subject to such award and (ii) $32.50, in accordance with the terms and conditions of the Merger Agreement.
F4At the effective time, each outstanding performance share unit award was converted into a UNFI cash award generally on the same terms and conditions as applied prior to the effective time (other than performance-based conditions) and payable, at UNFI's election, in cash and/or an equal value in shares of UNFI common stock, which award had a value to the product of (i) the number of shares of SUPERVALU common stock subject to such award (assuming performance is satisfied as set forth in the Merger Agreement) and (ii) $32.50, in accordance with the terms and conditions of the Merger Agreement.

Remarks

This Form 4 reports securities disposed upon the effectiveness of the merger on October 22, 2018 (such time, the "effective time") contemplated by that Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 25, 2018, as amended October 10, 2018, by and between SUPERVALU INC. (the "Company"), SUPERVALU Enterprises, Inc., a wholly owned subsidiary of the Company, United Natural Foods, Inc. ("UNFI"), and Jedi Merger Sub, Inc., a wholly owned subsidiary of UNFI, as a result of which the Company became a wholly owned subsidiary of UNFI.