0001104659-19-036750.txt : 20190620 0001104659-19-036750.hdr.sgml : 20190620 20190620175052 ACCESSION NUMBER: 0001104659-19-036750 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190618 FILED AS OF DATE: 20190620 DATE AS OF CHANGE: 20190620 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AXELROD NORMAN CENTRAL INDEX KEY: 0001196976 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36626 FILM NUMBER: 19909425 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Smart & Final Stores, Inc. CENTRAL INDEX KEY: 0001563407 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 800862253 STATE OF INCORPORATION: CA FISCAL YEAR END: 1229 BUSINESS ADDRESS: STREET 1: 600 CITADEL DRIVE CITY: COMMERCE STATE: CA ZIP: 90040 BUSINESS PHONE: 323.869.7500 MAIL ADDRESS: STREET 1: 600 CITADEL DRIVE CITY: COMMERCE STATE: CA ZIP: 90040 FORMER COMPANY: FORMER CONFORMED NAME: Smart & Final Stores DATE OF NAME CHANGE: 20140616 FORMER COMPANY: FORMER CONFORMED NAME: SF CC Holdings, Inc. DATE OF NAME CHANGE: 20121130 4 1 a4.xml 4 X0306 4 2019-06-18 1 0001563407 Smart & Final Stores, Inc. SFS 0001196976 AXELROD NORMAN C/O SMART & FINAL STORES, INC. 600 CITADEL DRIVE COMMERCE CA 90040 1 0 0 0 Common stock (par value $0.001) 2019-06-18 4 U 0 98882 6.50 D 0 D Common stock (par value $0.001) 2019-06-20 4 D 0 1597 6.50 D 0 D Stock option (right to buy) 5.27 2019-06-20 4 D 0 31350 1.23 D 2023-05-31 Common stock 31350 0 D Pursuant to an agreement and plan of merger (the "Merger Agreement") by and among First Street Parent, Inc. a Delaware corporation ("Parent"), First Street Merger Sub, Inc. Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and issuer, on June 18, 2019 Purchaser accepted the 98,882 disposed shares that were tendered pursuant to Purchaser's tender offer for all of the outstanding shares of issuer's common stock at a purchase price of $6.50 per share, net to the seller in cash, without interest, subject to any applicable withholding taxes. Pursuant to the Merger Agreement, on June 20, 2019 the 1,597 disposed shares of restricted stock were canceled and converted into the right to receive an amount in cash equal to $6.50 per Company share, net to seller in cash, without interest, subject to any applicable withholding taxes, with 50% of such cash payment payable effective at the time of the merger, and unless otherwise agreed by Mr. Axelrod and Parent, the remaining 50% of such cash payment payable when such shares of restricted stock would have vested. This option was canceled on June 20, 2019 in a merger pursuant to the Merger Agreement in exchange for a cash payment of $38,560.50, representing the product of (x) the total number of issuer's shares subject to such option immediately prior to the effective time of the merger, multiplied by (y) the excess, if any, of (A) $6.50 over (B) the exercise price payable per share under such option, subject to any applicable withholding taxes. /s/ Leland P. Smith, by power of attorney 2019-06-20