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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Albertsons Companies, Inc. [ ACI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/30/2020 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A common stock par value $0.01 | 06/30/2020 | S | 4,675,726(1) | D | $15.2716(2) | 39,838,104(1) | I | See footnotes(3)(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
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. Includes 170,781, 4,445,725 and 59,220 securities reported herein sold by KIM SFW, LLC, KRS ABS, LLC and KRSX Merge, LLC, respectively, pursuant to the Underwriting Agreement dated June 25, 2020. Following the transaction reported herein, 0 securities are held by KIM SFW, LLC, 39,661,294 are held by KRS ABS, LLC and 167,811 are held by KRSX Merge, LLC. |
| 2. This amount represents the $16.0000 public offering price per share of the issuer's common stock less the underwriting discount of $0.7284 per share. |
| 3. 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 the Reporting Person. |
| 4. The Reporting Person 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 | 07/01/2020 | |
| KIM SFW, LLC, by Kimco Capital Corp, its sole member, by /s/ Raymond Edwards, Executive Vice President | 07/01/2020 | |
| KRS ABS, LLC, by Kimsouth Realty, Inc., its sole member, by /s/ Raymond Edwards, Executive Vice President | 07/01/2020 | |
| KRSX Merge, LLC, by /s/ Raymond Edwards, Executive Vice President | 07/01/2020 | |
| Kimkon Inc., by /s/ Raymond Edwards, Executive Vice President | 07/01/2020 | |
| Kimco Capital Corp., by /s/ Raymond Edwards, Executive Vice President | 07/01/2020 | |
| Kimsouth Realty Inc., by /s/ Raymond Edwards, Executive Vice President | 07/01/2020 | |
| ** 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 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. | ||
| 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. | ||