SEC Form 4 · accession 0001140361-18-041239
SUPERVALU INC · SVU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James William Weidenheimer
Officer — EVP Corp Dev & Chief Innv Off
Period of report
Oct 22, 2018
Accepted (ET)
Oct 24, 2018 · 4:32 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 StockF1 | Oct 22, 2018 | D | 7,466 | $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 | $39.48 | Oct 22, 2018 | D | 8,363 | D | — | Apr 28, 2026 | Common Stock | 8,363 | 0 | D |
| Restricted Stock UnitsF3 | $0.00 | Oct 22, 2018 | D | 10,632 | D | — | — | Common Stock | 10,632 | 0 | D |
| Performance SharesF4 | $0.00 | Oct 22, 2018 | D | 39,826 | D | — | — | Common Stock | 39,826 | 0 | D |
| Performance SharesF4 | $0.00 | Oct 22, 2018 | A | 52,669 | D | — | — | Common Stock | 52,669 | 52,669 | D |
| Performance SharesF4 | $0.00 | Oct 22, 2018 | D | 52,669 | D | — | — | Common Stock | 52,669 | 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.