0001209191-15-086272.txt : 20151221 0001209191-15-086272.hdr.sgml : 20151221 20151221093238 ACCESSION NUMBER: 0001209191-15-086272 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151218 FILED AS OF DATE: 20151221 DATE AS OF CHANGE: 20151221 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Roundy's, Inc. CENTRAL INDEX KEY: 0001536035 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 272337996 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 BUSINESS ADDRESS: STREET 1: 875 EAST WISCONSIN AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 414-231-5000 MAIL ADDRESS: STREET 1: 875 EAST WISCONSIN AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53202 FORMER COMPANY: FORMER CONFORMED NAME: Roundy's Parent Company, Inc. DATE OF NAME CHANGE: 20111130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEIN AVY H CENTRAL INDEX KEY: 0001038635 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35422 FILM NUMBER: 151298463 MAIL ADDRESS: STREET 1: C/O INTERVAL LEISURE GROUP, INC. STREET 2: 6262 SUNSET DRIVE CITY: MIAMI STATE: FL ZIP: 33143 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-12-18 1 0001536035 Roundy's, Inc. RNDY 0001038635 STEIN AVY H 1033 SKOKIE BOULEVARD SUITE 360 NORTHBROOK IL 60062 1 0 1 0 Common Stock, par value $0.01 2015-12-18 4 U 0 32376 3.60 D 21904 D Common Stock, par value $0.01 2015-12-18 4 D 0 21904 3.60 D 0 D Common Stock, par value $0.01 2015-12-18 4 U 0 3334911 3.60 D 0 I See Footnote Common Stock, par value $0.01 2015-12-18 4 U 0 100413 3.60 D 0 I See Footnote Common Stock, par value $0.01 2015-12-18 4 U 0 100413 3.60 D 0 I See Footnote Common Stock, par value $0.01 2015-12-18 4 U 0 28920 3.60 D 0 I See Footnote On December 18, 2015, pursuant to the terms of the Agreement and Plan of Merger, dated November 10, 2015, by and among the Issuer, The Kroger Co. ("Kroger") and KS Merger Sub Inc. ("Merger Sub"), a wholly-owned subsidiary of Kroger (the "Merger Agreement") at the effective time, each outstanding share of Issuer's Common Stock was converted in to the right to receive $3.60 per share (the "Offer Price"). On November 19, 2015, Merger Sub made an offer to purchase each outstanding share of the Issuer's Common Stock (the "Offer") for the Offer Price. These shares were tendered by Avy H. Stein into the Offer. Pursuant to the Merger Agreement, immediately prior to the effective time, these restricted stock units were cancelled in exchange for a per unit cash payment equal to the Offer Price, without any interest and subject to any tax withholding. These shares were tendered by Willis Stein & Partners III Sub, L.P. ("Fund III") into the Offer. Fund III is the record owner of these shares. Willis Stein & Partners Management III, L.P. ("Fund III General Partner") is the sole general partner of Fund III. Willis Stein & Partners Management III, LLC ("Management III") is the sole general partner of Fund III General Partner. John R. Willis and Avy H. Stein ("Managing Partners") are the Managing Partners of Management III. The Managing Partners, acting together, have the power to vote or dispose of these shares. Neither of the Managing Partners, acting alone, has voting or dispositive authority over any shares. These shares were tendered by Willis Stein & Partners Dutch III-A Sub, L.P. ("Dutch III-A") into the Offer. Dutch III-A is the record owner of these shares. Fund III General Partner is the sole general partner of Dutch III-A. Management III is the sole general partner of Fund III General Partner. The Managing Partners are the Managing Partners of Management III. The Managing Partners, acting together, have the power to vote or dispose of these shares. Neither of the Managing Partners, acting alone, has voting or dispositive authority over any shares. These shares were tendered by Willis Stein & Partners Dutch III-B Sub, L.P. ("Dutch III-B") into the Offer. Dutch III-B is the record owner of these shares. Fund III General Partner is the sole general partner of Dutch III-B. Management III is the sole general partner of Fund III General Partner. The Managing Partners are the Managing Partners of Management III. The Managing Partners, acting together, have the power to vote or dispose of these shares. Neither of the Managing Partners, acting alone, has voting or dispositive authority over any shares. These shares were tendered by Willis Stein & Partners III-C Sub, L.P. ("Fund III-C") into the Offer. Fund III-C is the record owner of these shares. Fund III General Partner is the sole general partner of Fund III-C. Management III is the sole general partner of Fund III General Partner. The Managing Partners are the Managing Partners of Management III. The Managing Partners, acting together, have the power to vote or dispose of these shares. Neither of the Managing Partners, acting alone, has voting or dispositive authority over any shares. /s/ Edward G. Kitz, by power of attorney 2015-12-21