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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
New Albertsons INC [ ABS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/02/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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(1) | 06/02/2006 | D | 20,562 | D | (2) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Deferred Restricted Stock Units | $0(3) | 06/02/2006 | D | 53,000 | (3) | (3) | Common Stock | 53,000 | $0 | 0 | D | ||||
Deferred Restricted Stock Units | $0(4) | 06/02/2006 | D | 216,291 | (4) | (4) | Common Stock | 216,291 | $0 | 0 | D | ||||
Non-qualified stock option | $33.54 | 06/02/2006 | D | 89,446 | (5) | 12/02/2011 | Common Stock | 89,446 | $0 | 0 | D | ||||
Non-qualified stock option | $21.99 | 06/02/2006 | D | 60,000 | (6) | 12/08/2012 | Common Stock | 60,000 | $0 | 0 | D | ||||
Non-qualified stock option | $20.31 | 06/02/2006 | D | 80,000 | (7) | 12/04/2013 | Common Stock | 80,000 | $0 | 0 | D | ||||
Non-qualified stock option | $23.45 | 06/02/2006 | D | 40,000 | (8) | 12/16/2014 | Common Stock | 40,000 | $0 | 0 | D |
Explanation of Responses: |
1. New Albertson's, Inc. is the successor issuer to Albertson's, Inc. pursuant to Rule 12g-3 under the Securities Exchange Act of 1934. |
2. Includes shares granted under the Albertson's, Inc. 2004 Equity and Performance Incentive Plan or 1995 Amended and Restated Stock-Based Incentive Plan. Disposed of pursuant to merger agreement among issuer, issuer's predecessor, SUPERVALU INC., and related parties in exchange for 3,742 shares of common stock of SUPERVALU INC., having a market value of $29.40 per share on the effective date of the merger, and $418,436.70. |
3. Deferrable restricted stock units with dividend equivalents paid in cash granted in January 2006 under the Albertson's, Inc. 2004 Equity and Performance Incentive Plan. Disposed of pursuant to merger agreement among issuer, issuer's predecessor, SUPERVALU INC., and related parties in exchange for 46,096 shares of common stock of SUPERVALU INC., having a market value of $29.40 per share on the effective date of the merger. |
4. Deferrable restricted stock units with dividend equivalents paid in cash granted under the Albertson's, Inc. 2004 Equity and Performance Incentive Plan and/or 1995 Amended and Restated Stock-Based Incentive Plan. Disposed of pursuant to merger agreement among issuer, issuer's predecessor, SUPERVALU INC., and related parties in exchange for 39,364 shares of common stock of SUPERVALU INC., having a market value of $29.40 per share on the effective date of the merger, and $4,401,521.85. |
5. This option, which vested 20% per year for five years after 12/03/01 and became fully vested in the merger, was converted in the merger into an option to acquire 77,794 shares of SUPERVALU INC. common stock. |
6. This option, which vested 20% per year for five years after 12/09/02 and became fully vested in the merger, was converted in the merger into an option to acquire 52,184 shares of SUPERVALU INC. common stock. |
7. This option, which vested 20% per year for five years after 12/05/03 and became fully vested in the merger, was converted in the merger into an option to acquire 69,579 shares of SUPERVALU INC. common stock. |
8. This option, which vested 20% per year for five years after 12/16/04 and became fully vested in the merger, was converted in the merger into an option to acquire 34,789 shares of SUPERVALU INC. common stock. |
/S/ WARREN SIMPSON (Attorney-in-fact) | 06/06/2006 | |
** 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. |