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)
01/31/2005
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 01/31/2005 J(1) 1,040,000 (2) (3) Common Stock 18,909,090(4) (5) 3,482,436 D
8% Series D Cumulative Convertible Pay-In-Kind Preferred $5.5 01/31/2005 J(6) 3,482,436 (2) (3) Common Stock 63,317,030(4) (6) 0 D
8% Series F Cumulative Convertible Pay-In-Kind Preferred $5.5 01/31/2005 J(6) 1,160,812 (2) (3) Common Stock 21,105,676(4) (6) 1,160,812 D
7% Series G Cumulative Convertible Pay-In-Kind Preferred $5.5 01/31/2005 J(6) 1,160,812 (2) (3) Common Stock 21,105,676(4) (6) 1,160,812 D
6% Series H Cumulative Convertible Pay-In-Kind Preferred $5.5 01/31/2005 J(6) 1,160,812 (2) (3) Common Stock 21,105,676(4) (6) 1,160,812 D
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. On January 31, 2005, Rite Aid Corporation (the "Issuer") called for redemption 1,040,000 shares (the "Redemption") of the Issuer's 8% Series D Cumulative Convertible Pay-In-Kind Preferred Stock ("Series D Shares") held by Green Equity Investors III, L.P. ("GEI III") and Green Equity Investors Side III, L.P. ("GEI Side III").
2. Immediately.
3. Not applicable.
4. 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 derivative securities reported in Column 5.
5. The Issuer redeemed the 1,040,000 Series D Shares for an aggregate of $109,916,555 (based on 105% of the liquidation preference, plus the Partial Dividend Period Amount (as defined in the Certificate of Designation for the Series D Shares)).
6. On January 31, 2005, immediately following the Redemption, the Issuer exhanged the remaining 3,482,436 Series D Shares held by GEI III and GEI Side III for the following derivative securities: (1) approximately 1,160,812 shares of Issuer's 8% Series F Cumulative Convertible Pay-In-Kind Preferred Stock, (2) approximately 1,160,812 shares of Issuer's 7% Series G Cumulative Convertible Pay-In-Kind Preferred Stock, and (3) approximately 1,160,812 shares of Issuer's 6% Series H Cumulative Convertible Pay-In-Kind Preferred Stock.
Remarks:
Exhibits Exhibit 99 -- Joint Filer Information
/s/ Jonathan D. Sokoloff as Manager of GEI Capital III, LLC, General Partner of Green Equity Investors III, L.P. 02/02/2005
** 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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