| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| _______________ | |
| SCHEDULE 13D/A | |
| INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 1) | |
|
Safeway Inc. | |
| (Name of Issuer) | |
|
Common Stock, par value $0.01 per share | |
| (Title of Class of Securities) | |
|
786514208 | |
| (CUSIP Number) | |
| Jennifer Fanjiang, Esq. | |
| 767 Fifth Avenue, 8th Floor | |
| New York, New York 10153 | |
|
(212) 455-0900 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
December 2, 2013 | |
| (Date of Event which Requires | |
| Filing of this Schedule) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
--------------------------
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 786514208 | SCHEDULE 13D/A | Page 2 of 5 Pages |
| 1 |
NAME OF REPORTING PERSON JANA PARTNERS LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 10,083,316 | ||
| 8 |
SHARED VOTING POWER 0 | |||
| 9 |
SOLE DISPOSITIVE POWER 10,083,316 | |||
| 10 |
SHARED DISPOSITIVE POWER 0 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 10,083,316 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 4.1% | |||
| 14 |
TYPE OF REPORTING PERSON IA | |||
| CUSIP No. 786514208 | SCHEDULE 13D/A | Pages 3 of 5 Pages |
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on September 17, 2013 (the “Original Schedule 13D”) with respect to the shares (“Shares”) of common stock, par value $0.01 per share, of Safeway Inc., a Delaware corporation (the “Issuer”). This Amendment No. 1 amends Items 3, 4, 5(a), (b), (c) and (e), 6 and 7 as set forth below. This is the final amendment to the Schedule 13D and constitutes an “exiting filing” for the Reporting Person.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The 10,083,316 Shares reported herein by the Reporting Person were acquired at an aggregate purchase price of approximately $269.0 million. Such Shares were acquired with investment funds in accounts managed by the Reporting Person.
| Item 4. | PURPOSE OF TRANSACTION. |
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
The Reporting Person has reduced the size of its investment in the Shares of the Issuer through regular portfolio management activities. The Reporting Person is highly supportive of the recent steps taken by the Issuer’s board and management, in particular the Issuer’s commitment to exit the Chicago market, plan to review all of its business to focus on its core operations, authorization of a significant share repurchase plan, and plan to review its corporate structure.
| Item 5. | INTEREST IN SECURITIES OF THE COMPANY. |
Item 5(a), (b), (c) and (e) of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 246.8 million Shares outstanding, which is the total number of Shares outstanding as of October 9, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q filed on October 16, 2013.
At the close of business on December 3, 2013, the Reporting Person may be deemed to beneficially own 10,083,316 Shares, constituting approximately 4.1% of the Shares outstanding.
(b) The Reporting Person has sole voting and dispositive powers over 10,083,316 Shares, which powers are exercised by the Principal.
(c) Information concerning transactions in the Shares effected by the Reporting Person during the past sixty days is set forth in Exhibit A hereto and is incorporated herein by reference. Except as indicated therein, all of the transactions in the Shares listed therein were effected in the open market on the New York Stock Exchange through various brokerage entities.
(e) December 2, 2013
| CUSIP No. 786514208 | SCHEDULE 13D/A | Pages 4 of 5 Pages |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:
None.
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS. |
| Exhibit A: | Transactions in the Shares During the Last 60 Days. |
| CUSIP No. 786514208 | SCHEDULE 13D/A | Pages 5 of 5 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 4, 2013
| JANA PARTNERS LLC | ||
| By: | /s/ Jennifer Fanjiang | |
| Name: | Jennifer Fanjiang | |
| Title: | General Counsel | |
EXHIBIT A
Transactions in the Issuer During the Last 60 Days
The following table sets forth all transactions in the Shares effected in the past sixty days by the Reporting Person. Except as indicated below, all such transactions were effected in the open market through brokers and the price per share is net of commissions.
SHARES
| Trade Date | Shared Purchased (Sold) | Price Per Share ($) |
| 10/18/2013* | 300,000 | 28.00 |
| 10/23/2013 | (125,000) | 35.24 |
| 10/23/2013 | (325,000) | 35.60 |
| 10/23/2013 | (50,000) | 35.76 |
| 10/24/2013 | (250,000) | 35.95 |
| 10/25/2013 | (250,000) | 36.63 |
| 10/25/2013* | 1,984,800 | 21.00 |
| 10/25/2013* | 1,545,500 | 23.00 |
| 10/25/2013* | 555,600 | 24.00 |
| 10/28/2013 | (250,000) | 35.90 |
| 10/29/2013 | (250,000) | 35.65 |
| 10/30/2013 | (279,670) | 35.29 |
| 10/30/2013 | (2,500) | 35.38 |
| 10/30/2013 | (100,000) | 35.50 |
| 10/31/2013 | (67,830) | 35.04 |
| 11/1/2013 | 70,025 | 34.98 |
| 11/1/2013 | (11,000) | 34.91 |
| 11/1/2013 | (70,025) | 34.98 |
| 11/4/2013 | (119,597) | 35.29 |
| 11/5/2013 | 144,705 | 34.74 |
| 11/5/2013 | 200,000 | 34.96 |
| 11/5/2013 | 91,576 | 35.31 |
| 11/5/2013 | 63,719 | 35.44 |
| 11/6/2013 | 49,467 | 34.57 |
| 11/6/2013 | (2,795) | 34.69 |
| 11/13/2013 | 6,751 | 33.44 |
| 11/15/2013 | (212,000) | 34.49 |
| 11/15/2013 | (8,300) | 34.50 |
| 11/18/2013 | (10,400) | 33.64 |
| 11/18/2013 | (704,600) | 33.74 |
| 12/2/2013 | (3,000,000) | 34.75 |
*Shares purchased upon exercise of options.