0001140361-18-041237.txt : 20181024 0001140361-18-041237.hdr.sgml : 20181024 20181024163221 ACCESSION NUMBER: 0001140361-18-041237 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181022 FILED AS OF DATE: 20181024 DATE AS OF CHANGE: 20181024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Burdick Randy G CENTRAL INDEX KEY: 0001573540 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05418 FILM NUMBER: 181136756 MAIL ADDRESS: STREET 1: 11840 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERVALU INC CENTRAL INDEX KEY: 0000095521 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 410617000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0223 BUSINESS ADDRESS: STREET 1: 11840 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 952-828-4000 MAIL ADDRESS: STREET 1: 11840 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: SUPER VALU STORES INC DATE OF NAME CHANGE: 19920703 4 1 form4.xml FORM 4 X0306 4 2018-10-22 true 0000095521 SUPERVALU INC SVU 0001573540 Burdick Randy G 11840 VALLEY VIEW ROAD EDEN PRAIRIE MN 55344 true EVP Chief Information Officer Common Stock 2018-10-22 4 D 0 10851 32.5 D 0 D Non-Qualified Stock Option (right to buy) 45.43 2018-10-22 4 D 0 42616 0 D 2023-05-07 Common Stock 42616 0 D Non-Qualified Stock Option (right to buy) 52.5 2018-10-22 4 D 0 15810 0 D 2024-05-16 Common Stock 15810 0 D Non-Qualified Stock Option (right to buy) 61.53 2018-10-22 4 D 0 9311 0 D 2025-04-30 Common Stock 9311 0 D Non-Qualified Stock Option (right to buy) 39.48 2018-10-22 4 D 0 6691 0 D 2026-04-28 Common Stock 6691 0 D Restricted Stock Units 0 2018-10-22 4 D 0 7262 0 D Common Stock 7262 0 D Performance Shares 0 2018-10-22 4 D 0 34240 0 D Common Stock 34240 0 D Performance Shares 0 2018-10-22 4 A 0 45737 0 D Common Stock 45737 45737 D Performance Shares 0 2018-10-22 4 D 0 45737 0 D Common Stock 45737 0 D At the effective time, each outstanding share of the Company's common stock (other than shares owned by the Company, UNFI or any of their respective subsidiaries (except for shares of common stock held on behalf of third parties), dissenting shares and any Company restricted shares) was disposed of pursuant to the Merger Agreement in exchange for $32.50 per share, without interest. At the effective time, each outstanding and unexercised stock option, whether vested or unvested, was converted into an option to purchase shares of UNFI common stock generally on the same terms and conditions as applied prior to the effective time, in accordance with the terms and conditions of the Merger Agreement. At the effective time, each outstanding restricted stock unit award was converted into a UNFI cash award generally on the same terms and conditions as applied prior to the effective time and payable, at UNFI's election, in cash and/or an equal value in shares of UNFI common stock, which award had a value equal to the product of (i) the number of shares of SUPERVALU common stock subject to such award and (ii) $32.50, in accordance with the terms and conditions of the Merger Agreement. At the effective time, each outstanding performance share unit award was converted into a UNFI cash award generally on the same terms and conditions as applied prior to the effective time (other than performance-based conditions) and payable, at UNFI's election, in cash and/or an equal value in shares of UNFI common stock, which award had a value to the product of (i) the number of shares of SUPERVALU common stock subject to such award (assuming performance is satisfied as set forth in the Merger Agreement) and (ii) $32.50, in accordance with the terms and conditions of the Merger Agreement. This Form 4 reports securities disposed upon the effectiveness of the merger on October 22, 2018 (such time, the "effective time") contemplated by that Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 25, 2018, as amended October 10, 2018, by and between SUPERVALU INC. (the "Company"), SUPERVALU Enterprises, Inc., a wholly owned subsidiary of the Company, United Natural Foods, Inc. ("UNFI"), and Jedi Merger Sub, Inc., a wholly owned subsidiary of UNFI, as a result of which the Company became a wholly owned subsidiary of UNFI. By: /s/ Stuart McFarland, Attorney in Fact For: Randy G. Burdick 2018-10-24