Smart & Final Stores Form 4 Smart & Final Stores / David G. Hirz 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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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^*

Hirz David G.

(Last) (First) (Middle)

C/O SMART & FINAL STORES, INC.

600 CITADEL DRIVE

(Street)

COMMERCE CA 90040

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Smart & Final Stores, Inc. [ SFS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2019

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 $0.001)	06/18/2019		U(1)		1,312,862	D	$6.5	0	D
Common stock (par value $0.001)	06/20/2019		D(2)		119,572	D	$6.5	0	D
Common stock (par value $0.001)	06/20/2019		D(3)		479,979	D	$6.5	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
Stock option (right to buy)	$5.27	06/20/2019		D(4)			839,610	(4)	02/01/2023	Common stock	839,610	$1.23	0	D

Explanation of Responses:

1. Pursuant to an agreement and plan of merger (the "Merger Agreement") by and among First Street Parent, Inc. a Delaware corporation ("Parent"), First Street Merger Sub, Inc. Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and issuer, on June 18, 2019 Purchaser accepted the 1,312,862 disposed shares that were tendered pursuant to Purchaser's tender offer for all of the outstanding shares of issuer's common stock at a purchase price of $6.50 per share, net to the seller in cash, without interest, subject to any applicable withholding taxes.

2. Pursuant to the Merger Agreement, on June 20, 2019 the 119,572 disposed shares were canceled and converted into the right to receive an amount in cash equal to $6.50 per Company share, net to seller in cash, without interest, subject to any applicable withholding taxes.

3. Pursuant to the Merger Agreement, on June 20, 2019 the 479,979 disposed shares of restricted stock were canceled and converted into the right to receive an amount in cash equal to $6.50 per Company share, net to seller in cash, without interest, subject to any applicable withholding taxes, with 50% of such cash payment payable effective at the time of the merger, and unless otherwise agreed by Mr. Hirz and Parent, the remaining 50% of such cash payment payable when such share of restricted stock would have vested.

4. This option was canceled on June 20, 2019 in a merger pursuant to the Merger Agreement in exchange for a cash payment of $1,032,720.30, representing the product of (x) the total number of issuer's shares subject to such option immediately prior to the effective time of the merger, multiplied by (y) the excess, if any, of (A) $6.50 over (B) the exercise price payable per share under such option, subject to any applicable withholding taxes.

	/s/ Leland P. Smith, by power of attorney	06/20/2019
	** Signature of Reporting Person	Date
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