X0202 4 2007-12-03 1 0000095585 PATHMARK STORES INC PTMK 0001330612 Yucaipa American Alliance Fund I, LP C/O THE YUCAIPA COMPANIES LLC 9130 WEST SUNSET BLVD LOS ANGELES CA 90069 0 0 1 0 Common Stock 2007-12-03 4 J 0 6558100 D 0 D Series A Warrants 8.50 2007-12-03 4 J 0 3298674 D 2005-06-09 2008-06-09 Common Stock 3298674 0 D Series B Warrants 15 2007-12-03 4 J 0 4933698.17 D 2015-06-09 Common Stock 4933698.17 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the issuer, The Great Atlantic & Pacific Tea Company, Inc. ("A&P") and Sand Merger Corp., dated March 4, 2007, each share of common stock of the issuer was converted into the right to receive $9.00 in cash and 0.12963 shares of A&P common stock. All of the reported securities are owned directly by the reporting person, but may be deemed to be beneficially owned indirectly by (i) Yucaipa American Alliance Fund I, LLC ("YAAF LLC"), as the general partner of the reporting person, (ii) Yucaipa American Funds, LLC ("YAF"), as the managing member of YAAF LLC, (iii) Yucaipa American Management, LLC ("YAM"), as the managing member of YAF and (iv) Ronald W. Burkle, as managing member of YAM. This report shall not be deemed an admission by YAAF LLC, YAF, YAM and/or Mr. Burkle that they are the beneficial owners of the securities for purposes of Section 16 or for any other purpose. Pursuant to the Merger Agreement, the Series A Warrants were exchanged for warrants to purchase 1,527,154.12 shares of A&P common stock (subject to adjustment) at an exercise price of $18.36 per share. Pursuant to the Merger Agreement, the Series B Warrants were exchanged for warrants to purchase 2,284,104.90 shares of A&P common stock (subject to adjustment) at an exercise price of $32.40 per share. The exercise period of the Series B Warrants commences on the earliest of (i) such time as none of Pathmark's 8 3/4% Senior Subordinated Notes due 2012 remains outstanding, (ii) such time as the price of Pathmark's common stock equals or exceeds the exercise price of the Series B Warrants, or (iii) upon any event constituting a "Change of Control Event" as defined in the indenture governing Pathmark's 8 3/4% Senior Subordinated Notes due 2012. The address of each of YAAF LLC, YAF, YAM and Mr. Burkle is 9130 West Sunset Boulevard, Los Angeles CA 90069. /s/ Ronald W. Burkle 2007-12-03 /s/ Robert P. Bermingham 2007-12-03