| 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 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 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 | ||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| 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. Each of the reporting persons expressly disclaims beneficial ownership of the reported shares except to the extent of his or its pecuniary interest therein. |
| 3. Consists of 529,705 shares of Class A common stock owned directly by 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. ("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. ("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. ("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 managers 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: |
| 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 persons and their affiliates do not have a pecuniary interest in the securities of the Company held by the other Sponsors. This Form 3 is being filed in two parts due to the large number of reporting persons. This filing is being filed by L-A V ABS, LLC, Lubert-Adler Real Estate Fund V, L.P., Lubert-Adler Group V, L.P., Lubert-Adler Group V, LLC, Lubert-Adler Real Estate Fund VI, L.P., Lubert-Adler Real Estate Fund VI-A, L.P., Lubert-Adler Group VI, L.P., Lubert-Adler Group VI, LLC, Lubert-Adler Real Estate Fund VI-B, L.P. and Lubert-Adler Group VI-B, L.P. An accompanying filing is being filed on the date hereof by Lubert-Adler Group VI-B, LLC, L-A Saturn Acquisition, L.P., L-A Group Saturn, LLC, L-A Asset Management Services, L.P., Lubert-Adler GP - West, LLC, Ira M. Lubert and Gerald A. Ronon. Both filings relate to the same holdings described above. (filing 1 of 2) Exhibit 24 - Power of Attorney |
| L-A V ABS, LLC, by /s/ R. Eric Emrich, its Chief Financial Officer, Principal and Treasurer | 06/26/2020 | |
| Lubert-Adler Real Estate Fund V, L.P., by Lubert-Adler Group V, L.P., by Lubert-Adler Group V, LLC, by /s/ R. Eric Emrich, its Chief Financial Officer, Principal and Treasurer | 06/26/2020 | |
| Lubert-Adler Group V, L.P., by Lubert-Adler Group V, LLC, by /s/ R. Eric Emrich, its Chief Financial Officer, Principal and Treasurer | 06/26/2020 | |
| Lubert-Adler Group V, LLC, by /s/ R. Eric Emrich, its Chief Financial Officer, Principal and Treasurer | 06/26/2020 | |
| Lubert-Adler Real Estate Fund VI, L.P, by Lubert-Adler Group VI, L.P., by Lubert-Adler Group VI, LLC, by /s/ R. Eric Emrich, its Chief Financial Officer, Principal and Treasurer | 06/26/2020 | |
| Lubert-Adler Real Estate Fund VI-A, L.P., by Lubert-Adler Group VI, L.P., by Lubert-Adler Group VI, LLC, by /s/ R. Eric Emrich, its Chief Financial Officer, Principal and Treasurer | 06/26/2020 | |
| Lubert-Adler Group VI, L.P., by Lubert-Adler Group VI, LLC, by /s/ R. Eric Emrich, its Chief Financial Officer, Principal and Treasurer | 06/26/2020 | |
| Lubert-Adler Group VI, LLC, by /s/ R. Eric Emrich, its Chief Financial Officer, Principal and Treasurer | 06/26/2020 | |
| Lubert-Adler Real Estate Fund VI-B, L.P, by Lubert-Adler Group VI-B, L.P, by Lubert-Adler Group VI-B, LLC, by /s/ R. Eric Emrich, its Chief Financial Officer, Principal and Treasurer | 06/26/2020 | |
| Lubert-Adler Group VI-B, L.P, by Lubert-Adler Group VI-B, LLC, by /s/ R. Eric Emrich, its Chief Financial Officer, Principal and Treasurer | 06/26/2020 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
