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*
DUNST ROBERT J JR

(Last) (First) (Middle)
250 PARKCENTER BLVD.
P.O. BOX 20

(Street)
BOISE ID 83726

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
New Albertsons INC [ ABS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EXECUTIVE VICE PRESIDENT
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)
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(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)
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
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