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*
Hong Eleanor

(Last) (First) (Middle)
600 CITADEL DRIVE

(Street)
COMMERCE CA 90040

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Smart & Final Stores, Inc. [ SFS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior VP and CMO
3. Date of Earliest Transaction (Month/Day/Year)
12/21/2015
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, par value $0.001 12/21/2015 M 7,397 (1) A $12 73,147 D
common stock, par value $0.001 12/21/2015 S 12,584 (2) (3) D $17.4807 60,563 D
common stock par value $0.001 12/22/2015 M 5,830 (1) A $12 66,393 D
common stock par value $0.001 12/22/2015 S 5,830 (2) (4) D $17.6654 60,563 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
Stock Option (right to buy) $12 12/21/2015 M 2,455 (5) 09/23/2024 common stock 83,333 (5) $0 80,878 D
Stock Option (right to buy) $12 12/21/2015 M 2,450 (6) 09/23/2024 common stock 111,917 (6) $0 109,467 D
Stock Option (right to buy) $12 12/21/2015 M 2,492 (6) 09/23/2024 common stock 69,333 (6) $0 66,841 D
Stock Option (right to buy) $12 12/22/2015 M 1,711 (5) 09/23/2024 common stock 80,878 (5) $0 79,167 D
Stock Option (right to buy) $12 12/22/2015 M 1,016 (6) 09/23/2024 common stock 109,467 (6) $0 108,451 D
Stock Option (right to buy) $12 12/22/2015 M 3,103 (6) 09/23/2024 common stock 66,841 (6) $0 63,738 D
Explanation of Responses:
1. These shares were acquired pursuant to exercises of stock options as described in Table II.
2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 sales plan adopted by Ms. Hong on November 19, 2015.
3. These shares are comprised of 7,397 shares acquired pursuant to exercises of stock options as described in Footnote 1 and 5,187 shares previously reported shares held directly by Ms. Hong, and were sold in multiple transactions at prices ranging from $17.31 to $17.64 per share. The price reported reflects the weighted average price. Ms. Hong undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
4. These shares are comprised of 5,830 shares acquired pursuant to exercises of stock options as described in Footnote 1, and were sold in multiple transactions at prices ranging from $17.52 to $17.94 per share. The price reported reflects the weighted average price. Ms. Hong undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
5. The option was granted on September 23, 2014 and vests in five equal installments on September 23, 2015, 2016, 2017, 2018 and 2019.
6. The option was granted on September 23, 2014 and vests in five equal installments on March 3, 2015, 2016, 2017, 2018 and 2019.
/s/ Richard N. Phegley, by power of attorney 12/23/2015
** 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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