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^*

Yucaipa American Alliance Fund I, LP

(Last)

(First)

(Middle)

C/O THE YUCAIPA COMPANIES LLC

9130 WEST SUNSET BOULEVARD

(Street)

LOS ANGELES

90069

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2005

3. Issuer Name and Ticker or Trading Symbol
PATHMARK STORES INC [ PTMK ]

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

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

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	6,558,100	D⁽¹⁾⁽²⁾

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)
Series A Warrants	06/09/2005	06/09/2008	Common Stock	3,298,674	$8.5⁽³⁾	I⁽¹⁾⁽²⁾	See Footnotes 1,2⁽¹⁾⁽²⁾
Series B Warrants	⁽⁴⁾	06/09/2015	Common Stock	4,933,698.17	$15⁽³⁾	I⁽¹⁾⁽²⁾	See Footnotes 1,2⁽¹⁾⁽²⁾

Explanation of Responses:

1. Yucaipa American Alliance I, L.P. ("YAAF") purchased 6,558,000 investment units from Pathmark Stores, Inc. ("Pathmark") pursuant to a Securities Purchase Agreement on June 9, 2005. The investment units comprised 6,558,000 shares of common stock, Series A Warrants to purchase 3,298,674 shares of common stock and Series B Warrants to purchase 4,933,698.17 shares of common stock. In addition, on March 28, 2005, YAAF purchased 100 shares of common stock in broker transactions on the Nasdaq National Market. All of the foregoing securities are owned directly by YAAF, but may be deemed to be beneficially owned indirectly by (i) Yucaipa American Alliance Fund I, LLC ("YAAF LLC"), as the general partner of YAAF, (ii) Yucaipa American Funds, LLC ("YAF"), as the managing member of YAAF LLC, (iii) Yucaipa American Management, LLC ("YAM"), as the managing member of YAF and (ii) Ronald W. Burkle, as managing member of YAM.

2. This report shall not be deemed an admission by YAAF LLC, YAF, YAM and/or Mr. Burkle that they are the beneficial owners of the securities for purposes of Section 16 or for any other purpose.

3. Subject to customary anti-dilution adjustment provisions which could reduce such exercise price. In addition, the Series B Warrants may be exercised on a "cashless" basis, which would allow YAAF to receive a number of shares of common stock equal to the number of shares that YAAF otherwise would receive upon the exercise of the Series B Warrants less that number of shares that have a fair market value equal to the aggregate exercise price of the warrants exercised.

4. The exercise period of the Series B Warrants commences on the earliest of (i) such time as none of Pathmark's 83/4% Senior Subordinated Notes due 2012 remains outstanding, (ii) such time as the price of Pathmark's common stock equals or exceeds the exercise price of the Series B Warrants, or (iii) upon any event constituting a "Change of Control Event" as defined in the indenture governing Pathmark's 83/4% Senior Subordinated Notes due 2012.

Remarks:

Additional Reporting Persons (each a 10% owner to the extent described in footnote 1): (i)Yucaipa American Aliance Fund I, LLC, c/o The Yucaipa Companies LLC, 9130 West Sunset Boulevard, Los Angeles, CA 9006; (ii)Yucaipa American Funds, LLC, c/o The Yucaipa Companies LLC, 9130 West Sunset Boulevard, Los Angeles, CA 90069; (iii)Yucaipa American Management, LLC, c/o the Yucaipa Companies LLC, 9130 West Sunset Boulevard, Los Angeles, CA 90069; and (iv) Ronald W. Burkle, c/o The Yucaipa Companies LLC, 9130 West Sunset Boulevard, Los Angeles, CA 90069.

	ROBERT P. BERMINGHAM	06/20/2005
	RONALD W. BURKLE	06/20/2005
	** Signature of Reporting Person	Date
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