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*
Griffith Kelly P
(Last) (First) (Middle)
C/O SAFEWAY INC.
5918 STONERIDGE MALL RD.
(Street)
PLEASANTON CA 94588
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SAFEWAY INC [ SWY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
07/22/2013
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)
Code V Amount (A) or (D) Price
Common Stock 07/22/2013 S 30,169 D $25.92(1) 49,273 D
Common Stock 07/22/2013 M 24,000 A $25.74 73,273 D
Common Stock 07/22/2013 S 24,000 D $25.95(2) 49,273 D
Common Stock 07/22/2013 M 40,000 A $18.28 89,273 D
Common Stock 07/22/2013 S 40,000 D $25.95(2) 49,273 D
Common Stock 07/22/2013 M 20,250 A $24.67 69,523 D
Common Stock 07/22/2013 S 20,250 D $25.95(2) 49,273 D
Common Stock 07/22/2013 M 10,000 A $20.07 59,273 D
Common Stock 07/22/2013 S 10,000 D $25.95(2) 49,273 D
Common Stock 07/22/2013 M 10,390 A $21.51 59,663 D
Common Stock 07/22/2013 S 10,390 D $25.95(2) 49,273 D
Common Stock 07/22/2013 S 2,366 D $25.8 600 I By Trust
Common Stock 07/22/2013 S 600 D $25.81 0 I By Trust
Common Stock 5,836.6409(3) I By 401(k) Plan
Common Stock 948.3382(4) I By Employee Stock Purchase Plan
Common Stock 400 I By Spouse (IRA)
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
Employee Stock Option (right to buy)(5) $25.74 07/22/2013 M 24,000 (5) 07/21/2014 Common Stock 24,000 $0 6,000 D
Employee Stock Option (right to buy)(6) $18.28 07/22/2013 M 40,000 (6) 03/02/2019 Common Stock 40,000 $0 20,000 D
Employee Stock Option (right to buy)(7) $24.67 07/22/2013 M 20,250 (7) 03/05/2020 Common Stock 20,250 $0 13,500 D
Employee Stock Option (right to buy)(8) $20.07 07/22/2013 M 10,000 (8) 07/26/2020 Common Stock 10,000 $0 15,000 D
Employee Stock Option (right to buy)(9) $21.51 07/22/2013 M 10,390 (9) 03/08/2022 Common Stock 10,390 $0 31,168 D
Explanation of Responses:
1. The price of $25.92 per share represents a weighted average of sales prices ranging from $25.90 to $25.99 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.
2. The price of $25.95 per share represents a weighted average of sales prices ranging from $25.90 to $26.10 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.
3. Between March 16, 2013 and June 30, 2013, the reporting person acquired 113.1733 shares of Safeway Common Stock under the Safeway 401(k) plan. The information in this report is based on a plan statement dated as of June 30, 2013.
4. Between March 16, 2012 and June 30, 2013, the reporting person acquired 36.6445 shares of Safeway Common Stock under the Safeway Employee Stock Purchase Plan. The information in this report is based on a plan statement dated as of June 30, 2013.
5. Granted under the Safeway Inc. 2007 Equity and Incentive Award Plan, which is a Rule 16b-3 plan. The option is exercisable in five annual increments of 20%, beginning on the first anniversary of the date of grant and will be fully exercisable on 07/21/2013.
6. Granted under the Safeway Inc. 2007 Equity and Incentive Award Plan, which is a Rule 16b-3 plan. The option is exercisable in five annual increments of 20%, beginning on the first anniversary of the date of grant and will be fully exercisable on 03/02/2014.
7. Granted under the Safeway Inc. 2007 Equity and Incentive Award Plan, which is a Rule 16b-3 plan. The option is exercisable in five annual increments of 20%, beginning on the first anniversary of the date of grant and will be fully exercisable on 03/05/2015.
8. Granted under the Safeway Inc. 2007 Equity and Incentive Award Plan, which is a Rule 16b-3 plan. The option is exercisable in five annual increments of 20%, beginning on the first anniversary of the date of grant and will be fully exercisable on 07/26/2015.
9. Granted under the Safeway Inc. 2011 Equity and Incentive Award Plan, which is a Rule 16b-3 plan. The option is exercisable in four annual increments of 25%, beginning on the first anniversary of the date of grant and will be fully exercisable on 03/08/2016.
/s/ Laura A. Donald, Attorney-in-Fact 07/23/2013
** 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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