X0306 4 2020-06-30 0 0001646972 Albertsons Companies, Inc. ACI 0001812941 LUBERT-ADLER GROUP VI-B, LLC 2400 MARKET STREET, SUITE 301 PHILADELPHIA PA 19103-3033 0 0 1 1 See Remarks. 0001605752 L-A SATURN ACQUISITION, L.P. THE FMC TOWER 2929 WALNUT STREET, SUITE 1530 PHILADELPHIA PA 19104 0 0 1 1 See Remarks 0001813033 L-A GROUP SATURN, LLC THE FMC TOWER 2929 WALNUT STREET, SUITE 1530 PHILADELPHIA PA 19104 0 0 1 0 0001655554 L-A ASSET MANAGEMENT SERVICES, L.P. 435 DEVON PARK DRIVE, BUILDING 500 WAYNE PA 19087 0 0 1 1 See Remarks 0001813010 LUBERT-ADLER GP - WEST, LLC 435 DEVON PARK DRIVE, BUILDING 500 WAYNE PA 19087 0 0 1 0 0001203115 LUBERT IRA M 2400 MARKET STREET, SUITE 301 PHILADELPHIA PA 19103-3033 0 0 1 0 0001615584 Ronon Gerald A 2400 MARKET STREET, SUITE 301, PHILADELPHIA PA 19103-3033 0 0 1 0 Class A common stock, par value $0.01 per share 2020-06-30 4 S 0 1468900 15.2716 D 12515316 I See footnotes Class A common stock, par value $0.01 per share 2020-06-30 4 S 0 55640 15.2716 D 474065 I See footnotes Class A common stock, par value $0.01 per share 2020-06-30 4 S 0 854518 15.2716 D 7280654 I See footnotes Class A common stock, par value $0.01 per share 2020-06-30 4 S 0 506443 15.2716 D 4314996 I See footnotes Class A common stock, par value $0.01 per share 2020-06-30 4 S 0 3891650 15.2716 D 33157624 I See footnotes Class A common stock, par value $0.01 per share 2020-06-30 4 S 0 45316 15.2716 D 386099 I See footnotes The reported shares of Class A common stock are owned directly by L-A V ABS, LLC ("L-A V ABS"). L-A V ABS is managed by its members, Dean S. Adler and Gerald A. Ronon, who can be removed and replaced by Lubert-Adler Real Estate Fund V, L.P. ("L-A RE Fund V"), the controlling member of L-A V ABS, with the consent of ABS Opportunities, LLC. As a result, Mr. Adler, Mr. Ronon and L-A RE Fund V may be deemed to share beneficial ownership of the reported shares. Each of the reporting persons expressly disclaims beneficial ownership of the reported shares except to the extent of his or its pecuniary interest therein. The reported shares of Class A common stock are owned directly by L-A RE Fund V. L-A RE Fund V's general partner is Lubert-Adler Group V, L.P ("L-A Group V"). L-A Group V's general partner is Lubert-Adler Group V, LLC ("L-A Group V LLC"). Ira M. Lubert and Dean S. Adler are the members of L-A Group V LLC. As a result, L-A Group V, L-A Group V LLC, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares. The reported shares include 665,747 shares of Class A common stock sold by Lubert-Adler Real Estate Fund VI, L.P. (the "L-A RE Fund VI") and 188,771 shares of Class A common stock sold by Lubert-Adler Real Estate Fund VI-A, L.P. (the "L-A RE Fund VI-A"), and 5,672,291 shares of Class A common stock owned directly by L-A RE Fund VI and 1,608,363 shares of Class A common sock owned directly by L-A RE Fund VI-A following the reported transactions. The general partner of L-A RE Fund VI and L-A RE Fund VI-A is Lubert-Adler Group VI, L.P. ("L-A Group VI"). L-A Group VI's general partner is Lubert-Adler Group VI, LLC ("L-A Group VI LLC"). Ira M. Lubert and Dean S. Adler are the members of L-A Group VI LLC. As a result, L-A Group VI, L-A Group VI LLC, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares. The reported shares of Class A common stock are owned directly by Lubert-Adler Real Estate Fund VI-B, L.P. ("L-A RE Fund VI-B"). L-A RE Fund VI-B's general partner is Lubert-Adler Group VI-B, L.P ("L-A Group VI-B"). L-A Group VI-B's general partner is Lubert-Adler Group VI-B, LLC ("L-A Group VI-B LLC"). Ira M. Lubert and Dean S. Adler are the members of L-A Group VI-B LLC. As a result, L-A Group VI-B, L-A Group VI-B LLC, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares. The reported shares of Class A common stock are owned directly by L-A Saturn Acquisition, L.P. ("L-A Saturn"). L-A Saturn's general partner is L-A Group Saturn, LLC ("L-A Group Saturn"). Ira M. Lubert and Dean S. Adler are the managers of L-A Group Saturn. As a result, L-A Group Saturn, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares. The reported shares of Class A common stock are owned directly by L-A Asset Management Services, L.P. ("L-A Asset Management Services"). L-A Asset Management Services' general partner is Lubert-Adler GP - West, LLC ("L-A GP - West"). Ira M. Lubert and Dean S. Adler are the members of L-A GP - West. As a result, L-A GP - West, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares Each of L-A V ABS, L-A RE Fund V, L-A RE Fund VI, L-A RE Fund VI-A, L-A RE Fund VI-B, L-A Group Saturn and L-A Asset Management Services has entered into a stockholders agreement, dated June 25, 2020 (the "Stockholders Agreement"), among Albertsons Companies, Inc. (the "Company") and certain other holders of Company Class A common stock (together with L-A V ABS, L-A RE Fund V, L-A RE Fund VI, L-A RE Fund VI-A, L-A RE Fund VI-B, L-A Group Saturn and L-A Asset Management Services, the "Sponsors"). Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company. As a result, the Sponsors in the aggregate may be deemed to beneficially own more than 10% of the outstanding shares of Company Class A common stock. However, the reporting persons and their affiliates do not have a pecuniary interest in the securities of the Company held by the other Sponsors. This Form 4 is being filed in two parts due to the large number of reporting persons. This filing is being filed by Lubert-Adler Group VI-B, LLC, L-A Saturn Acquisition, L.P., L-A Group Saturn, LLC, L-A Asset Management Services, L.P., Lubert-Adler GP - West, LLC, Ira M. Lubert and Gerald A. Ronon. An accompanying filing is being filed on the date hereof by L-A V ABS, LLC, Lubert-Adler Real Estate Fund V, L.P., Lubert-Adler Group V, L.P., Lubert-Adler Group V, LLC, Lubert-Adler Real Estate Fund VI, L.P., Lubert-Adler Real Estate Fund VI-A, L.P., Lubert-Adler Group VI, L.P., Lubert-Adler Group VI, LLC, Lubert-Adler Real Estate Fund VI-B, L.P. and Lubert-Adler Group VI-B, L.P. Both filings relate to the same holdings described above. (filing 2 of 2) Lubert-Adler Group VI-B, LLC, by /s/ R. Eric Emrich, its Chief Financial Officer, Principal and Treasurer 2020-07-01 L-A Saturn Acquisition, L.P., by L-A Group Saturn, LLC, by /s/ R. Eric Emrich, its Chief Financial Officer, Principal and Treasurer 2020-07-01 L-A Group Saturn, LLC, by /s/ R. Eric Emrich, its Chief Financial Officer, Principal and Treasurer 2020-07-01 L-A Asset Management Services, L.P., by Lubert-Adler GP - West, LLC, by /s/ R. Eric Emrich, its Chief Financial Officer, Principal and Treasurer 2020-07-01 Lubert-Adler GP - West, LLC, by /s/ R. Eric Emrich, its Chief Financial Officer, Principal and Treasurer 2020-07-01 /s/ R. Eric Emrich, as attorney-in-fact for Ira M. Lubert 2020-07-01 /s/ R. Eric Emrich, as attorney-in-fact for Gerald A. Ronon 2020-07-01