0001140361-18-041244.txt : 20181024
0001140361-18-041244.hdr.sgml : 20181024
20181024163418
ACCESSION NUMBER: 0001140361-18-041244
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: Stigers Michael C
CENTRAL INDEX KEY: 0001661990
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05418
FILM NUMBER: 181136782
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
0001661990
Stigers Michael C
11840 VALLEY VIEW ROAD
EDEN PRAIRIE
MN
55344
true
EVP Indep. Bus & Supply Chain
Common Stock
2018-10-22
4
D
0
12221
32.5
D
0
D
Non-Qualified Stock Option (right to buy)
15.96
2018-10-22
4
D
0
6386
0
D
2022-07-17
Common Stock
6386
0
D
Non-Qualified Stock Option (right to buy)
45.43
2018-10-22
4
D
0
17783
0
D
2023-05-07
Common Stock
17783
0
D
Non-Qualified Stock Option (right to buy)
52.5
2018-10-22
4
D
0
14229
0
D
2024-05-16
Common Stock
14229
0
D
Non-Qualified Stock Option (right to buy)
61.53
2018-10-22
4
D
0
7449
0
D
2025-04-30
Common Stock
7449
0
D
Non-Qualified Stock Option (right to buy)
39.48
2018-10-22
4
D
0
8363
0
D
2026-04-28
Common Stock
8363
0
D
Restricted Stock Units
0
2018-10-22
4
D
0
10632
0
D
Common Stock
10632
0
D
Performance Shares
0
2018-10-22
4
D
0
39826
0
D
Common Stock
39826
0
D
Performance Shares
0
2018-10-22
4
A
0
52669
0
D
Common Stock
52669
52669
D
Performance Shares
0
2018-10-22
4
D
0
52669
0
D
Common Stock
52669
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: Michael C. Stigers
2018-10-24