Stuart D McFarland Form 4 SUPERVALU / Stuart D McFarland 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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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^*

McFarland Stuart D

(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)
SVP GC & Corp Secretary

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2018

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	04/27/2018		M		1,923	A	(1)	4,260	D
Common Stock	04/27/2018		F(2)		657	D	$17.03	3,603	D
Common Stock	04/28/2018		M		1,045	A	(1)	4,648	D
Common Stock	04/28/2018		F(2)		311	D	$17.03	4,337	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 Shares	$0.0(3)	04/26/2018		A		16,636		(4)	(4)	Common Stock	16,636	$0.0	16,636	D
Restricted Stock Units	$0.0(3)	04/27/2018		M			1,923	(5)	(5)	Common Stock	1,923	$0.0	5,820	D
Restricted Stock Units	$0.0(3)	04/28/2018		M			1,045	(5)	(5)	Common Stock	1,045	$0.0	4,775	D

Explanation of Responses:

1. Shares of SUPERVALU common stock acquired upon the vesting and conversion of an equal number of restricted stock units.

2. Shares withheld upon vesting to satisfy tax withholding obligations.

3. Each stock unit represents a contingent right to receive one share of SUPERVALU common stock.

4. The units will be converted into shares of SUPERVALU common stock on the fourth anniversary of the grant date if and to the extent SUPERVALU achieves certain stock price performance levels.

5. The units will be converted into shares of SUPERVALU common stock pro rata on the first three anniversaries of the respective grant dates.

	Stuart D Mcfarland	04/30/2018
	** 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.
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