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*
GREEN EQUITY INVESTORS III LP

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RITE AID CORP [ RAD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
8% Series D Cumulative Convertible Pay-In-Kind Preferred $5.5 12/31/2004 J(1) 88,675(2) 12/31/2004 (6) Common Stock 1,612,273(2) (1) 4,522,436 D(3)(4)(5)
1. Name and Address of Reporting Person*
GREEN EQUITY INVESTORS III LP

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GREEN EQUITY INVESTORS SIDE III LP

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GEI CAPITAL III LLC

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LEONARD GREEN PARTNERS LP

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LGP MANAGEMENT INC

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GRAND AVENUE ASSOCIATES LP

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GRAND AVENUE CAPITAL CORP

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SOKOLOFF JONATHAN D

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DANHAKL JOHN G

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The 8% Series D Cumulative Convertible Pay-In-Kind Preferred Stock (the "Series D Preferred Stock") of Rite Aid Corporation (the "Issuer") pays an annual dividend of 8% in quarterly installments in the form of cash or additional shares of Series D Preferred Stock at the Issuer's election. This Form 4 is being filed to report the quarterly dividend paid on December 31, 2004 in the form of 88,675 additional shares of Series D Preferred Stock.
2. The number of shares listed in Column 7 represents the approximate number of shares of common stock, par value $1.00 per share, of the Issuer ("Common Stock") issuable upon conversion of the Series D Preferred Stock reported in Column 5.
3. Green Equity Investors III, L.P. ("GEI III") and Green Equity Investors Side III, L.P. ("GEI Side III") are the direct owners of 4,522,436 shares of Series D Preferred Stock of the Issuer, as of December 31, 2004, which is convertible into approximately 82,226,109 shares of Common Stock (the "Shares"). GEI Side III is an affiliated fund of GEI III and invests in tandem with GEI III. GEI Side III's investments represent less than 1% of the amount invested in each transaction. GEI Capital III, LLC ("GEIC") is the general partner of GEI III and GEI Side III. Grand Avenue Associates, L.P. ("Grand Avenue") is a limited partner of GEI III. Grand Avenue Capital Corporation ("GACC") is the general partner of Grand Avenue. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI III and GEI Side III and an affiliate of GEIC, Grand Avenue and GACC. LGP Management, Inc. ("LGPM") is the general partner of LGP.
4. Jonathan D. Sokoloff and John G. Danhakl are each a director of the Issuer and a partner of LGP.
5. LGP, as the management company of GEI III and GEI Side III, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI III and GEI Side III, Grand Avenue, as the limited partner of GEI III, GACC, as the general partner of Grand Avenue and Messrs. Sokoloff and Danhakl directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owners of the Shares owned by GEI III and GEI Side III and, therefore, a "ten percent holder" hereunder. Each of LGP, LGPM, GEIC, Grand Avenue, GACC and Messrs. Sokoloff and Danhakl disclaims beneficial ownership of the Shares reported herein, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
6. Not Applicable.
Jonathan D. Sokoloff as Manager of GEI Capital III, LLC, General Partner of Green Equity Investors III, L.P. 01/03/2005
Jonathan D. Sokoloff as Manager of GEI Capital III, LLC, General Partner of Green Equity Investors Side III, L.P. 01/03/2005
Jonathan D. Sokoloff as Manager of GEI Capital III, LLC 01/03/2005
Jonathan D. Sokoloff as Vice President of LGP Management, Inc., General Partner of Leonard Green & Partners, L.P. 01/03/2005
Jonathan D. Sokoloff as Vice President of LGP Management, Inc. 01/03/2005
Jonathan D. Sokoloff as Vice President of Grand Avenue Capital Corporation, General Partner of Grand Avenue Associates, L.P. 01/03/2005
Jonathan D. Sokoloff as Vice President of Grand Avenue Capital Corporation 01/03/2005
Jonathan D. Sokoloff 01/03/2005
John G. Danhakl 01/03/2005
** 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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