X0306 4 2018-10-22 true 0000095521 SUPERVALU INC SVU 0001661990 Stigers Michael C 11840 VALLEY VIEW ROAD EDEN PRAIRIE MN 55344 true EVP Indep. Bus & Supply Chain Common Stock 2018-10-22 4 D 0 12221 32.5 D 0 D Non-Qualified Stock Option (right to buy) 15.96 2018-10-22 4 D 0 6386 0 D 2022-07-17 Common Stock 6386 0 D Non-Qualified Stock Option (right to buy) 45.43 2018-10-22 4 D 0 17783 0 D 2023-05-07 Common Stock 17783 0 D Non-Qualified Stock Option (right to buy) 52.5 2018-10-22 4 D 0 14229 0 D 2024-05-16 Common Stock 14229 0 D Non-Qualified Stock Option (right to buy) 61.53 2018-10-22 4 D 0 7449 0 D 2025-04-30 Common Stock 7449 0 D Non-Qualified Stock Option (right to buy) 39.48 2018-10-22 4 D 0 8363 0 D 2026-04-28 Common Stock 8363 0 D Restricted Stock Units 0 2018-10-22 4 D 0 10632 0 D Common Stock 10632 0 D Performance Shares 0 2018-10-22 4 D 0 39826 0 D Common Stock 39826 0 D Performance Shares 0 2018-10-22 4 A 0 52669 0 D Common Stock 52669 52669 D Performance Shares 0 2018-10-22 4 D 0 52669 0 D Common Stock 52669 0 D At the effective time, each outstanding share of the Company's common stock (other than shares owned by the Company, UNFI or any of their respective subsidiaries (except for shares of common stock held on behalf of third parties), dissenting shares and any Company restricted shares) was disposed of pursuant to the Merger Agreement in exchange for $32.50 per share, without interest. At the effective time, each outstanding and unexercised stock option, whether vested or unvested, was converted into an option to purchase shares of UNFI common stock generally on the same terms and conditions as applied prior to the effective time, in accordance with the terms and conditions of the Merger Agreement. At the effective time, each outstanding restricted stock unit award was converted into a UNFI cash award generally on the same terms and conditions as applied prior to the effective time and payable, at UNFI's election, in cash and/or an equal value in shares of UNFI common stock, which award had a value equal to the product of (i) the number of shares of SUPERVALU common stock subject to such award and (ii) $32.50, in accordance with the terms and conditions of the Merger Agreement. At the effective time, each outstanding performance share unit award was converted into a UNFI cash award generally on the same terms and conditions as applied prior to the effective time (other than performance-based conditions) and payable, at UNFI's election, in cash and/or an equal value in shares of UNFI common stock, which award had a value to the product of (i) the number of shares of SUPERVALU common stock subject to such award (assuming performance is satisfied as set forth in the Merger Agreement) and (ii) $32.50, in accordance with the terms and conditions of the Merger Agreement. This Form 4 reports securities disposed upon the effectiveness of the merger on October 22, 2018 (such time, the "effective time") contemplated by that Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 25, 2018, as amended October 10, 2018, by and between SUPERVALU INC. (the "Company"), SUPERVALU Enterprises, Inc., a wholly owned subsidiary of the Company, United Natural Foods, Inc. ("UNFI"), and Jedi Merger Sub, Inc., a wholly owned subsidiary of UNFI, as a result of which the Company became a wholly owned subsidiary of UNFI. By: /s/ Stuart McFarland, Attorney in Fact For: Michael C. Stigers 2018-10-24