SEC FORM 4

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^*

WHYNOT JEFFREY D

(Last)

(First)

(Middle)

600 CITADEL DRIVE

(Street)

COMMERCE

90040

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SMART & FINAL INC/DE [ SMF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	S.V.P., Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share								24,000	I	Deferred Smart Shares
Common Stock, par value $.01 per share	02/15/2005		A		4,167	A	$0.00	4,167⁽⁷⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option	$6.5							09/16/2005⁽¹⁾	09/16/2013	Common	20,000		20,000	D
Stock Options	$12.89							02/17/2006⁽²⁾	02/17/2014	Common	30,000		30,000	D
Stock Options	$6.875							02/15/2002⁽³⁾	02/15/2010	Common	20,000		20,000	D
Stock Options	$10.132							09/27/2003⁽⁴⁾	09/27/2011	Common	20,000		20,000	D
Stock Options	$9.8							02/19/2004⁽⁵⁾	02/19/2012	Common	17,000		17,000	D
Stock Options	$4.28							02/19/2005⁽⁶⁾	02/19/2013	Common	30,000		30,000	D
Stock Options	$15.2	02/15/2005		A		12,500		02/15/2007⁽⁸⁾	02/15/2015	Common	12,500	$15.2	12,500	D

Explanation of Responses:

1. Previously reported options. 1/3 will become exercisable on 9/16/2005, 1/3 on 9/16/2006 and 1/3 on 9/16/2007.

2. Previously reported options. 1/3 of the options become exercisable on February 17 in each of 2006, 2007, 2008.

3. Previously reported options. 1/3 of the became exercisable on 2/15 in each of 2002, 2003 and 2004.

4. Previously reported options. 1/3 of the options became exercisable on 9/27/2003 and 1/3 of the options will become exercisable on 9/27 in each of 2004 and 2005.

5. Previously reported options. 1/3 of the options became exercisable on 2/19/2004 and 1/3 will become exercisable on 2/19 in each of 2005 and 2006.

6. Previously reported options. 1/3 of the options become exercisable on 2/19 in each of 2005, 2006 and 2007.

7. Includes 4,167 restricted smart shares granted 2/05.

8. Grant to reporting person of options under the "Company" Long-Term Equity Compensation Plan. One-third of the options become exercisable on February 15 in each of 2007, 2008 and 2009 at an exercise price of $15.20 per share

	Jeffrey D. Whynot	02/16/2005
	** 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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