Roundy's (RNDY) Form 4 Roundy's / Jessie W. Terry 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

Terry Jessie W.

(Last) (First) (Middle)

875 E WISCONSIN AVE.

(Street)

MILWAUKEE WI 53202

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

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2015

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	12/18/2015		U(1)(2)		25,303	D	$3.6	132,778	D
Common Stock, par value $0.01	12/18/2015		D(1)		11,930	D	$3.6	120,848	D
Common Stock, par value $0.01	12/18/2015		D(1)(3)		120,848	D	$3.6	0	D
Common Stock, par value $0.01	12/18/2015		A(4)		28,068	A	$3.6	28,068	D
Common Stock, par value $0.01	12/18/2015		D(1)		28,068	D	$3.6	0	D

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
Performance Units	$0.00	12/18/2015		D(1)			8,307	(3)	12/18/2015	Common Stock, par value $0.01	8,307	$3.6	0	D
Performance Units	$0.00	12/18/2015		A(5)		38,152		(3)	12/18/2015	Common Stock, par value $0.01	38,152	$3.6	38,152	D
Performance Units	$0.00	12/18/2015		D(1)			38,152	(3)	12/18/2015	Common Stock, par value $0.01	38,152	$3.6	0	D

Explanation of Responses:

1. On December 18, 2015, pursuant to the terms of the Agreement and Plan of Merger, dated November 10, 2015, by and among the Issuer, The Kroger Co. ("Kroger") and KS Merger Sub Inc. ("Merger Sub"), a wholly-owned subsidiary of Kroger (the "Merger Agreement") at the effective time, each outstanding share of Issuer's Common Stock was converted in to the right to receive $3.60 per share (the "Offer Price"). On November 19, 2015, Merger Sub made an offer to purchase each outstanding share of the Issuer's Common Stock (the "Offer") for the Offer Price.

2. These shares were tendered into the Offer.

3. Pursuant to the Merger Agreement, immediately prior to the effective time, these restricted stock units were cancelled in exchange for a per unit cash payment equal to the Offer Price, without any interest and subject to any tax withholding.

4. Represents shares that were to vest upon satisfaction of performance criteria.

5. Represents restricted stock units that were to vest upon satisfaction of performance criteria.

Remarks:

Group Vice President, Chief Human Resource Officer

	/s/ Edward G. Kitz, by power of attorney	12/21/2015
	** 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).
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.