Adler Dean S Form 3 Albertsons Companies / DEAN S ADLER ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ADLER DEAN S

(Last) (First) (Middle)

2400 MARKET STREET, SUITE 301

(Street)

PHILADELPHIA PA 19103-3033

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2020

3. Issuer Name and Ticker or Trading Symbol
Albertsons Companies, Inc. [ ACI ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock, par value $0.01, per share	13,984,216	I	See footnotes(1)(2)
Class A common stock, par value $0.01, per share	529,705	I	See footnotes(2)(3)
Class A common stock, par value $0.01, per share	8,135,172	I	See footnotes(2)(4)
Class A common stock, par value $0.01, per share	4,821,439	I	See footnotes(2)(5)
Class A common stock, par value $0.01, per share	37,049,274	I	See footnotes(2)(6)
Class A common stock, par value $0.01, per share	431,415	I	See footnotes(2)(7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Consists of 13,984,216 shares of Class A common stock owned directly by L-A V ABS, LLC ("L-A V ABS"). L-A V ABS is managed by its members, Dean S. Adler and Gerald A. Ronon, who can be removed and replaced by Lubert-Adler Real Estate Fund V, L.P. ("L-A RE Fund V"), the controlling member of L-A V ABS, with the consent of ABS Opportunities, LLC. As a result, Mr. Adler, Mr. Ronon and L-A RE Fund V may be deemed to share beneficial ownership of the reported shares.

2. The reporting person expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

3. Consists of 529,705 shares of Class A common stock owned directly by Lubert-Adler Real Estate Fund V, L.P. (the "L-A RE Fund V"). The fund's general partner is Lubert-Adler Group V, L.P ("L-A Group V"). L-A Group V's general partner is Lubert-Adler Group V, LLC ("L-A Group V LLC"). Ira M. Lubert and Dean S. Adler are the members of L-A Group V LLC. As a result, L-A Group V, L-A Group V LLC, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares.

4. Consists of 6,338,038 shares of Class A common stock owned directly by Lubert-Adler Real Estate Fund VI, L.P. (the "L-A RE Fund VI") and 1,797,134 shares of Class A common stock owned directly by Lubert-Adler Real Estate Fund VI-A, L.P. (the "L-A RE Fund VI-A"). The general partner of L-A RE Fund VI and L-A RE Fund VI-A is Lubert-Adler Group VI, L.P. ("L-A Group VI"). L-A Group VI's general partner is Lubert-Adler Group VI, LLC ("L-A Group VI LLC"). Ira M. Lubert and Dean S. Adler are the members of L-A Group VI LLC. As a result, L-A Group VI, L-A Group VI LLC, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares.

5. Consists of 4,821,439 shares of Class A common stock owned directly by Lubert-Adler Real Estate Fund VI-B, L.P. (the "L-A RE Fund VI-B"). L-A RE Fund VI-B's general partner is Lubert-Adler Group VI-B, L.P ("L-A Group VI-B"). L-A Group VI-B's general partner is Lubert-Adler Group VI-B, LLC ("L-A Group VI-B LLC"). Ira M. Lubert and Dean S. Adler are the members of L-A Group VI-B LLC. As a result, L-A Group VI-B, L-A Group VI-B LLC, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares.

6. Consists of 37,049,274 shares of Class A common stock owned directly by L-A Saturn Acquisition, L.P. ("L-A Saturn"). L-A Saturn's general partner is L-A Group Saturn, LLC ("L-A Group Saturn"). Ira M. Lubert and Dean S. Adler are the members of L-A Group Saturn. As a result, L-A Group Saturn, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares.

7. Consists of 431,415 shares of Class A common stock owned directly by L-A Asset Management Services, L.P. ("L-A Asset Management Services"). L-A Asset Management Services' general partner is Lubert-Adler GP - West, LLC ("L-A GP - West"). Ira M. Lubert and Dean S. Adler are the members of L-A GP - West. As a result, L-A GP - West, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares.

Remarks:

The reporting person will cease to be a director of the issuer upon completion of the initial public offering. Each of L-A V ABS, L-A RE Fund V, L-A RE Fund VI, L-A RE Fund VI-A, L-A RE Fund VI-B, L-A Group Saturn and L-A Asset Management Services has entered into a stockholders agreement, dated June 25, 2020 (the "Stockholders Agreement"), among Albertsons Companies, Inc. (the "Company") and certain other holders of Company Class A common stock (together with L-A V ABS, L-A RE Fund V, L-A RE Fund VI, L-A RE Fund VI-A, L-A RE Fund VI-B, L-A Group Saturn and L-A Asset Management Services, the "Sponsors"). Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company. As a result, the Sponsors in the aggregate may be deemed to beneficially own more than 10% of the outstanding shares of Company Class A common stock. However, the reporting person and his affiliates do not have a pecuniary interest in the securities of the Company held by the other Sponsors. Exhibit 24 - Power of Attorney

	/s/ R. Eric Emrich, as attorney-in-fact for Dean S. Adler	06/26/2020
	** Signature of Reporting Person	Date
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