SEC FORM 3

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^*

Griffith Kelly P

(Last)

(First)

(Middle)

C/O SAFEWAY INC.

5918 STONERIDGE MALL RD.

(Street)

PLEASANTON

94588

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2013

3. Issuer Name and Ticker or Trading Symbol
SAFEWAY INC [ SWY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

5. 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 Beneficially Owned
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)
Common Stock	123,205	D
Common Stock	5,723.4676	I	By 401(k) Plan
Common Stock	911.6937	I	By Employee Stock Purchase Plan
Common Stock	400	I	By Spouse (IRA)
Common Stock	2,966	I	By Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)⁽¹⁾	⁽²⁾	02/25/2014	Common Stock	70,000	$29.94	D
Employee Stock Option (right to buy)⁽¹⁾	⁽³⁾	07/21/2014	Common Stock	30,000	$25.74	D
Employee Stock Option (right to buy)⁽¹⁾	⁽⁴⁾	03/02/2019	Common Stock	60,000	$18.28	D
Employee Stock Option (right to buy)⁽¹⁾	⁽⁵⁾	03/05/2020	Common Stock	33,750	$24.67	D
Employee Stock Option (right to buy)⁽¹⁾	⁽⁶⁾	07/26/2020	Common Stock	25,000	$20.07	D
Employee Stock Option (right to buy)⁽⁷⁾	⁽⁸⁾	03/08/2022	Common Stock	41,558	$21.51	D
Employee Stock Option (right to buy)⁽⁷⁾	⁽⁹⁾	03/08/2023	Common Stock	42,387	$23.6	D

Explanation of Responses:

1. Granted under the Safeway Inc. 2007 Equity and Incentive Award Plan, which is a Rule 16b-3 plan.

2. The option becomes exercisable in successive annual increments of 20% of the original number of shares subject to the option, beginning on the first anniversary of the date of grant; the option becomes fully exercisable on 02/25/2013.

3. The option becomes exercisable in successive annual increments of 20% of the original number of shares subject to the option, beginning on the first anniversary of the date of grant; the option becomes fully exercisable on 07/21/2013.

4. The option becomes exercisable in successive annual increments of 20% of the original number of shares subject to the option, beginning on the first anniversary of the date of grant; the option becomes fully exercisable on 03/02/2014.

5. The option becomes exercisable in successive annual increments of 20% of the original number of shares subject to the option, beginning on the first anniversary of the date of grant; the option becomes fully exercisable on 03/05/2015.

6. The option becomes exercisable in successive annual increments of 20% of the original number of shares subject to the option, beginning on the first anniversary of the date of grant; the option becomes fully exercisable on 07/26/2015.

7. Granted under the Safeway Inc. 2011 Equity and Incentive Award Plan, which is a Rule 16b-3 plan.

8. The option becomes exercisable in successive annual increments of 25% of the original number of shares subject to the option, beginning on the first anniversary of the date of grant; the option becomes fully exercisable on 03/08/2016.

9. The option becomes exercisable in successive annual increments of 25% of the original number of shares subject to the option, beginning on the first anniversary of the date of grant; the option becomes fully exercisable on 03/08/2017.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Laura A. Donald, Attorney-in-Fact	03/18/2013
	** 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.