James William Weidenheimer Form 4 SUPERVALU / James William Weidenheimer 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^*

Weidenheimer James William

(Last) (First) (Middle)

11840 VALLEY VIEW ROAD

(Street)

EDEN PRAIRIE MN 55344

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SUPERVALU INC [ SVU ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP Corp Dev & Chief Innv Off

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2018

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	10/22/2018		D(1)		7,466	D	$32.5(1)	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
Non-Qualified Stock Option (right to buy)	$39.48(2)	10/22/2018		D(2)			8,363	(2)	04/28/2026	Common Stock	8,363	$0(2)	0	D
Restricted Stock Units	$0(3)	10/22/2018		D(3)			10,632	(3)	(3)	Common Stock	10,632	$0(3)	0	D
Performance Shares	$0(4)	10/22/2018		D(4)			39,826	(4)	(4)	Common Stock	39,826	$0(4)	0	D
Performance Shares	$0(4)	10/22/2018		A(4)			52,669	(4)	(4)	Common Stock	52,669	$0(4)	52,669	D
Performance Shares	$0(4)	10/22/2018		D(4)			52,669	(4)	(4)	Common Stock	52,669	$0(4)	0	D

Explanation of Responses:

1. At the effective time, each outstanding share of the Company's common stock (other than shares owned by the Company, UNFI or any of their respective subsidiaries (except for shares of common stock held on behalf of third parties), dissenting shares and any Company restricted shares) was disposed of pursuant to the Merger Agreement in exchange for $32.50 per share, without interest.

2. At the effective time, each outstanding and unexercised stock option, whether vested or unvested, was converted into an option to purchase shares of UNFI common stock generally on the same terms and conditions as applied prior to the effective time, in accordance with the terms and conditions of the Merger Agreement.

3. At the effective time, each outstanding restricted stock unit award was converted into a UNFI cash award generally on the same terms and conditions as applied prior to the effective time and payable, at UNFI's election, in cash and/or an equal value in shares of UNFI common stock, which award had a value equal to the product of (i) the number of shares of SUPERVALU common stock subject to such award and (ii) $32.50, in accordance with the terms and conditions of the Merger Agreement.

4. At the effective time, each outstanding performance share unit award was converted into a UNFI cash award generally on the same terms and conditions as applied prior to the effective time (other than performance-based conditions) and payable, at UNFI's election, in cash and/or an equal value in shares of UNFI common stock, which award had a value to the product of (i) the number of shares of SUPERVALU common stock subject to such award (assuming performance is satisfied as set forth in the Merger Agreement) and (ii) $32.50, in accordance with the terms and conditions of the Merger Agreement.

Remarks:

This Form 4 reports securities disposed upon the effectiveness of the merger on October 22, 2018 (such time, the "effective time") contemplated by that Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 25, 2018, as amended October 10, 2018, by and between SUPERVALU INC. (the "Company"), SUPERVALU Enterprises, Inc., a wholly owned subsidiary of the Company, United Natural Foods, Inc. ("UNFI"), and Jedi Merger Sub, Inc., a wholly owned subsidiary of UNFI, as a result of which the Company became a wholly owned subsidiary of UNFI.

	By: /s/ Stuart McFarland, Attorney in Fact For: James William Weidenheimer	10/24/2018
	** Signature of Reporting Person	Date
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