CUSIP No. 92701-40-9
SCHEDULE 13D
This Amendment No. 5 (“Amendment No. 5”) to the Schedule 13D (as amended to date, the “Schedule 13D”) filed by the Sumas Family Group, including Perry Sumas, James Sumas, Robert Sumas, William Sumas and John Sumas, is being filed on behalf of the Estate of Perry Sumas (the “Reporting Person”) relating to shares of Class A Common Stock of Village Super Market, Inc., a New Jersey corporation (the “Issuer”), no par value per share. Except as expressly set forth herein, there have been no changes in the information set forth in the Schedule 13D.
Item 4.
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Purpose of the Transaction
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Item 4 to the Schedule 13D relating to the Reporting Person is hereby amended by adding the following to the end thereof:
The shares of Class A Common Stock are held by the Reporting Person for investment purposes.
The Reporting Person presently contemplates that, to the extent deemed advisable in light of market conditions or other factors, it will dispose of all or substantially all of its holdings of Class A Common Stock, (and the remaining Class B Common Stock following conversion of such shares) pursuant to sales in accordance with the volume and other limitations imposed by Rule 144 under the Securities Act of 1933, as amended, or otherwise in compliance with applicable law. The Reporting Person also may, at any time and from time to time, change its purpose and/or formulate plans or proposals with respect thereto.
Except as set forth herein, the Reporting Person has no plans or proposals that relate to any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto.
Item 5.
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Interest in Securities of the Issuer
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Item 5 to the Schedule 13D relating to the Reporting Person is hereby amended and restated in its entirety as follows:
(a) As of the date hereof, the following is the beneficial ownership and percentage of the Issuer’s Class A Common Stock outstanding for the Reporting Person (assuming conversion of all outstanding shares of Class B Common Stock held by the Reporting Person):
Name of Reporting Person
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Class
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Number of Shares
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Percentage of Class
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Estate of Perry Sumas
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A
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1,666,230
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17.13%
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The approximate percentage of Common Stock reported as beneficially owned by the Reporting Person is based upon 9,035,855 shares of Class A Common Stock and 4,779,790 shares of Class B Common Stock issued and outstanding as of June 5, 2013, as reported by the Issuer in the Quarterly Report on Form 10-Q for the fiscal quarter ended April 27, 2013 filed by the Issuer with the Securities and Exchange Commission.
(b) The Reporting Person has the sole power to dispose of the shares of Class A Common Stock and Class B Common Stock held by the Reporting Person, and William Sumas and John Sumas, appointed voting trustees under the Will of the Perry Sumas, have the sole power to vote the shares of Class A Common Stock and Class B Common Stock held by the Reporting Person, that are beneficially owned by it as reported in this Amendment No. 5.
(c) Except as set forth herein, the Reporting Person has not engaged in any transactions with respect to the Issuer’s Class A Common Stock or Class B Common Stock in the past sixty (60) days. During the past sixty (60) days, the following sales of shares of Class A Common Stock were executed in open market transactions on NASDAQ in accordance with the stock trading plan adopted by the Reporting Person on December 5, 2012.
Date of Transaction
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Number of Shares
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Price per Share ($)
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06/27/2013
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5,462
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33.58
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06/26/2013
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1,923
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33.50
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06/24/2013
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11,169
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32.83
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06/18/2013
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22,662
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34.86
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06/17/2013
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4,899
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36.04
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06/14/2013
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900
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34.74
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06/13/2013
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200
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35.02
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06/12/2013
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1,226
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35.50
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06/11/2013
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113
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35.47
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06/10/2013
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1,220
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34.39
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06/07/2013
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1,400
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34.69
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06/06/2013
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503
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35.30
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(d) No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Class A Common Stock reported in this Amendment No. 5.
(e) Not applicable.