John R Willis Form 4 Roundy's / JOHN R WILLIS ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WILLIS JOHN R

(Last) (First) (Middle)

1033 SKOKIE BOULEVARD SUITE 360

(Street)

NORTHBROOK IL 60062

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Roundy's, Inc. [ RNDY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01	12/31/2014		D		12,135(1)	D	$0.00	20,241	D
Common Stock, par value $0.01	05/01/2015		S		99(2)	D	$0.00	20,142	D
Common Stock, par value $0.01								7,100,496	I(3)	See Footnote(3)
Common Stock, par value $0.01								213,794	I(4)	See Footnote(4)
Common Stock, par value $0.01								213,794	I(5)	See Footnote(5)
Common Stock, par value $0.01								61,573	I(6)	See Footnote(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units that were cancelled upon the reporting's person retirement as a director of the board of directors of the issuer.

2. Shares sold to cover managed shares account annual maintenance fee.

3. Willis Stein & Partners III Sub, L.P. ("Fund III") is the record owner of these shares. Willis Stein & Partners Management III, L.P. ("Fund III General Partner") is the sole general partner of Fund III. Willis Stein & Partners Management III, LLC ("Management III") is the sole general partner of Fund III General Partner. John R. Willis and Avy H. Stein ("Managing Partners") are the Managing Partners of Management III. The Managing Partners, acting together, have the power to vote or dispose of these shares. Neither of the Managing Partners, acting alone, has voting or dispositive authority over any shares.

4. Willis Stein & Partners Dutch III-A Sub, L.P. ("Dutch III-A") is the record owner of these shares. Fund III General Partner is the sole general partner of Dutch III-A. Management III is the sole general partner of Fund III General Partner. The Managing Partners are the Managing Partners of Management III. The Managing Partners, acting together, have the power to vote or dispose of these shares. Neither of the Managing Partners, acting alone, has voting or dispositive authority over any shares.

5. Willis Stein & Partners Dutch III-B Sub, L.P. ("Dutch III-B") is the record owner of these shares. Fund III General Partner is the sole general partner of Dutch III-B. Management III is the sole general partner of Fund III General Partner. The Managing Partners are the Managing Partners of Management III. The Managing Partners, acting together, have the power to vote or dispose of these shares. Neither of the Managing Partners, acting alone, has voting or dispositive authority over any shares.

6. Willis Stein & Partners III-C Sub, L.P. ("Fund III-C") is the record owner of these shares. Fund III General Partner is the sole general partner of Fund III-C. Management III is the sole general partner of Fund III General Partner. The Managing Partners are the Managing Partners of Management III. The Managing Partners, acting together, have the power to vote or dispose of these shares. Neither of the Managing Partners, acting alone, has voting or dispositive authority over any shares.

Remarks:

	/s/ John R. Willis	05/21/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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