SEC FORM 4

SEC Form 4

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^*

Brunot Edward L

(Last)

(First)

(Middle)

C/O NASH FINCH COMPANY

7600 FRANCE AVENUE SOUTH PO BOX 355

(Street)

MINNEAPOLIS

55435-0355

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NASH FINCH CO [ NAFC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & COO MDV

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2012

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	07/16/2012		M		13,940	A	$21.53	14,148	D
Common Stock⁽²⁾	07/16/2012		F		4,489	D	$21.53	9,659	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit⁽³⁾	$0	07/16/2012		M			13,940⁽⁴⁾	07/16/2012	07/16/2012	COMMON STOCK	13,940	$0	29,748.8562⁽⁵⁾	D
Restricted Stock Units	⁽⁶⁾	07/16/2012		J⁽⁷⁾			3,736.4277	07/16/2012	07/16/2012	Common Stock	3,736.4277	$0	26,012.4285	D

Explanation of Responses:

1. Represents shares of Nash Finch Common Stock vested on July 16, 2012 in accordance with the 5-year cliff vesting schedule of restricted stock units ("RSUs") which were granted July 16, 2007 under the Nash Finch 2000 Stock Incentive Plan in connection with the reporting preson's employment agreement with Nash Finch.

2. Represents shares of common stock retained by Nash Finch Company for tax withholding purposes in connection with the net-settlement on the issuance of shares of common stock in respect to the vested RSUs.

3. The RSUs were granted to the reporting person on July 16, 2007, and vested in connection with his continuous employment with the company through July 16, 2012.

4. Number of RSUs includes 12,500 granted July 16, 2007 plus 1,440 units granted as dividend equivalents since July 16, 2007.

5. Holdings include 1,337.2241 shares of restricted common stock acquired since April 2011 as the result of dividend equivalents as provided in the plan.

6. Restricted stock units granted under the 2000 Nash Finch Stock Incentive Plan and Nash Finch Company 2009 Incentive Award Plan convert to common stock on a one-for-one basis.

7. 20% of the original grant of Restricted Stock Units (and dividend equivalents) was deemed cancelled and is not eligible for vesting because the Compensation and Management Development Committee determined that the EBITDA Target for the Fiscal Year ended December 31, 2011 was not met. Upon determination by the Committee, the shares are deemed forfeited as of the last day of the applicable Fiscal Year which was December 31, 2011.

	/s/ Edward L. Brunot	07/18/2012
	** 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).
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