Publix Super Markets (PUSH) Form 5 PUBLIX SUPER MARKETS / WILLIAM E CRENSHAW ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

CRENSHAW WILLIAM E

(Last) (First) (Middle)

P.O. BOX 407

(Street)

LAKELAND FL 33802-0407

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PUBLIX SUPER MARKETS INC [ NONE ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	03/14/2016		G	3,714	D	$45.2	2,013,741	D
Common Stock	03/14/2016		G	309	D	$45.2	5,973,240	I	By Trustee Of Mother's Trust
Common Stock	03/14/2016		G	309	A	$45.2	2,014,050	D
Common Stock	03/14/2016		G	618	D	$45.2	5,972,622	I	By Trustee Of Mother's Trust
Common Stock	03/14/2016		G	618	A	$45.2	17,052	I	By Trustee Of Nephews' Trust
Common Stock	03/14/2016		G	927	A	$45.2	17,361	I	By Trustee Of Nieces' Trust
Common Stock	03/14/2016		G	927	D	$45.2	5,971,695	I	By Trustee Of Mother's Trust
Common Stock	03/14/2016		G	1,677	D	$45.2	5,970,018	I	By Trustee Of Mother's Trust
Common Stock	04/14/2016		G	5,787	A	$45.2	22,839	I	By Trustee Of Nephews' Trust
Common Stock	04/14/2016		G	5,787	D	$45.2	5,964,231	I	By Trustee Of Mother's Trust
Common Stock	05/10/2016		J	16,882	A	$43.95	2,030,932	D
Common Stock	05/10/2016		J	16,882	D	$43.95	136,130	I	By GRAT
Common Stock	05/11/2016		J	2,236,259	D	$43.95	3,727,972	I	By Trustee Of Mother's Trust
Common Stock	05/11/2016		J	2,236,259	A	$43.95	2,236,259	I	By Trustee of Trust ACU Mother's Trust
Common Stock	08/26/2016		J	119,500	A	$41.9	255,630	I	By GRAT
Common Stock	08/26/2016		J	119,500	D	$41.9	1,911,432	D
Common Stock	11/22/2016		G	4,872	D	$40.15	3,723,100	I	By Trustee Of Mother's Trust
Common Stock							1,892.3059	I	By 401(k)(1)
Common Stock							174,163.94	I	By ESOP(2)
Common Stock							43,260	I	By Family Limited Partnership(3)
Common Stock							25,000	I	By Spouse
Common Stock							9,640	I	By Spouse As Custodian For Children

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
SERP Stock	(4)	03/01/2016		A	1,582.8801		(4)	(4)	Common Stock	1,582.8801	$45.2	11,072.1072	I	By SERP

Explanation of Responses:

1. Acquired under the Publix Super Markets, Inc. 401(k) SMART Plan. Transaction exempt under rule 16b-3(c).

2. Acquired under the Publix Super Markets, Inc. Employee Stock Ownership Plan. Transaction exempt under rule 16b-3(c).

3. The reporting person disclaims beneficial ownership of the common stock held by the Limited Partnership except to the extent of his pecuniary interest therein.

4. Each share of SERP stock is the economic equivalent of one share of common stock. The shares of SERP stock become payable in common stock upon the reporting person's termination of employment in accordance with the Publix Super Markets, Inc. Supplemental Executive Retirement Plan.

	/s/ Monica Allman, POA on file for William E Crenshaw	01/30/2017
	** 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).
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