SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/26/2020 | 3. Issuer Name and Ticker or Trading Symbol Albertsons Companies, Inc. [ ACI ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A common stock, par value $0.01 | 44,513,831 | I | See footnotes(1)(2) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The securities reported herein are held by KIM SFW, LLC, KRS ABS, LLC and KRSX Merge, LLC. Kimco Capital Corp. is the sole member of KIM SFW, LLC. Kimsouth Realty Inc. is the sole member of KRS ABS, LLC and is a wholly-owned subsidiary of Kimkon Inc. Kimkon Inc. is a wholly-owned subsidiary of KRSX Merge, LLC. Each of Kimco Capital Corp. and KRSX Merge, LLC are wholly-owned subsidiaries of Kimco Realty Corp. |
| 2. Kimco Realty Corp. may be deemed to share beneficial ownership of the securities reported herein held by KIM SFW, LLC, KRS ABS, LLC and KRSX Merge, LLC, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any. Kimco Capital Corp may be deemed to share beneficial ownership of the securities reported herein held by KIM SFW, LLC, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any. Each of Kimsouth Realty Inc., Kimcon Inc. and KRSX Merge, LLC may be deemed to share beneficial ownership of the securities reported herein held by KRS ABS, LLC, but each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any. |
| Remarks: |
| KIM SFW, LLC, KRS ABS, LLC and KRSX Merge, LLC, each an indirect subsidiary of Kimco Realty Corp. and a holder of shares of Class A common stock of the Issuer, have entered into a stockholders agreement, dated June 25, 2020 (the "Stockholders Agreement"), among the Issuer and certain other holders of Class A common stock (such holders, together with KIM SFW, LLC, KRS ABS, LLC and KRSX Merge, LLC, the "Sponsors"). Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Issuer. As a result, the Sponsors may be deemed to members of a group that beneficially owns more than 10% of the outstanding shares of Class A common stock of the Issuer. However, none of KIM SFW, LLC, KRS ABS, LLC and KRSX Merge, LLC, or their respective affiliates, including Kimco Realty Corp., has a pecuniary interest in the securities of the Issuer held by the other Sponsors. |
| Kimco Realty Corp., by /s/ Raymond Edwards, Executive Vice President | 06/26/2020 | |
| KIM SFW, LLC, by Kimco Capital Corp, its sole member, by /s/ Raymond Edwards, Executive Vice President | 06/26/2020 | |
| KRS ABS, LLC, by Kimsouth Realty, Inc., its sole member, by /s/ Raymond Edwards, Executive Vice President | 06/26/2020 | |
| KRSX Merge, LLC, by /s/ Raymond Edwards, Executive Vice President | 06/26/2020 | |
| Kimkon Inc., by /s/ Raymond Edwards, Executive Vice President | 06/26/2020 | |
| Kimco Capital Corp., by /s/ Raymond Edwards, Executive Vice President | 06/26/2020 | |
| Kimsouth Realty Inc., by /s/ Raymond Edwards, Executive Vice President | 06/26/2020 | |
| ** 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 5 (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. | ||