| 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)
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2. Issuer Name and Ticker or Trading Symbol
SMART & FINAL INC/DE [ SMF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/21/2006 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock, par value $.01 per share | 24,000(1) | I | See footnote 1 | |||||||
| Common Stock, par value $.01 per share | 02/21/2006 | A | 4,500 | A | $0 | 8,667(9) | D | |||
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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 | ||||||||
| Stock Options | $6.5 | 09/16/2005(2) | 09/16/2013 | Common | 25,000 | 25,000 | D | ||||||||
| Stock Options | $12.89 | 02/17/2006(3) | 02/17/2014 | Common | 30,000 | 30,000 | D | ||||||||
| Stock Options | $9.813 | 09/14/2001(4) | 02/19/2009 | Common | 30,000 | 30,000 | D | ||||||||
| Stock Options | $6.875 | 02/15/2002(5) | 02/15/2010 | Common | 14,000 | 14,000 | D | ||||||||
| Stock Options | $10.132 | 09/27/2003(6) | 09/27/2011 | Common | 20,000 | 20,000 | D | ||||||||
| Stock Options | $9.8 | 02/19/2004(7) | 02/19/2012 | Common | 19,500 | 19,500 | D | ||||||||
| Stock Options | $4.28 | 02/19/2005(8) | 02/19/2013 | Common | 30,000 | 30,000 | D | ||||||||
| Stock Options | $15.2 | 02/15/2007(10) | 02/15/2015 | Common | 12,500 | 12,500 | D | ||||||||
| Stock Appreciation Rights | $14.39 | 02/21/2006 | A | 10,000 | 02/21/2008(11) | 02/21/2014 | Common | 10,000 | $0 | 10,000 | D | ||||
| Explanation of Responses: |
| 1. Vested and deferred smart shares held in the Company's Deferred Compensation Plan. |
| 2. Previously reported options. 1/3 will become exercisable on 9/16/2005, 1/3 on 9/16/2006 and 9/16/2007 |
| 3. Previously reported options. One-third of the options become exercisable on February 17 in each of 2006, 2007, 2008. |
| 4. Previously reported options. 1/3 became exercisable on Sept. 14 in each of 2001, 2002 and 2003. |
| 5. Previously reported options. 1/3 became exercisble on February 15 in each of 2002, 2003 and 2004. |
| 6. Peviously reported options. 1/3 became exercisable on 9/27/2003 and 1/3 will become exercisable on 9/27 in each of 2004 and 2005. |
| 7. Previously reported options. 1/3 became exercisable on 2/19/2004, 1/3 will become exercisable on 2/19 in each of 2005 and 2006. |
| 8. Previously reported options. 1/3 will become exercisable on 2/19 in each of 2005, 2006, 2007. |
| 9. Includes 4,167 restricted smart shares granted 2/05 and 4,500 restricted smart shares granted 2/06 |
| 10. Previously reported options. One-third of the options will become exercisable on February 15 in each of 2007, 2008 and 2009 at an exercise price of $15.20 per share. |
| 11. Grant to reporting person under the Company's Long Term Equity Compensation Plan. 1/3 of the Stock Appreciation Rights will become exercisable on February 21 in each of 2008, 2009 and 2010. |
| Norah Morley | 02/22/2006 | |
| ** 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. | ||