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 CA 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.