SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Emil Capital Partners, LLC (Last) (First) (Middle) 2 PARAGON DRIVE (Street) MONTVALE NJ 07645 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/14/2008	3. Issuer Name and Ticker or Trading Symbol GREAT ATLANTIC & PACIFIC TEA CO INC [ GAP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $1 par value(1)	77,300	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Emil Capital Partners, LLC (Last) (First) (Middle) 2 PARAGON DRIVE (Street) MONTVALE NJ 07645 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TENGELMANN WARENHANDELSGESELLSCHAFT KG (Last) (First) (Middle) WISSOLLSTRASSE 5-43 (Street) 45478 MULHEIM AN DER RUHR 2M (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TENGELMANN VERWALTUNGS UND BETEILIGUNGS GMBH (Last) (First) (Middle) WISSOLLSTRASSE 5-43 (Street) 45478 MULHEIM AN DER RUHR 2M (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HAUB KARL ERIVAN WARDER (Last) (First) (Middle) WISSOLLSTRASSE 5-43 (Street) 45478 MULHEIM AN DER RUHR 2M (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HAUB CHRISTIAN W E (Last) (First) (Middle) 2 PARAGON DRIVE (Street) MONTVALE NJ 07645 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HAUB ERIVAN KARL (Last) (First) (Middle) WISSOLLSTRASSE 5-43 (Street) 45478 MULHEIM AN DER RUHR 2M (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Emil Capital Partners, LLC is a Limited Liability Company, organized under the laws of Delaware. Tengelmann Warenhandelsgesellschaft KG holds 100 percent of the outstanding membership interests of Emil Capital Partners, LLC. Each Reporting Person other than Emil Capital Partners, LLC, expressly declares that the filing of this statement is not an admission that they are, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of shares owned by Emil Capital Partners, LLC.

Remarks:

EXHIBIT LIST - Exhibit 24 (CE) - Power of Attorney from Dr. Andreas Guldin authorizing signature by John D. Barline and Dr. Frank Hartmann.

	Karl-Erivan Warder Haub by John D. Barline (Attorney-in-Fact)	08/19/2008
	Emil Capital Partners, LLC, by Dr. Andreas Guldin, CEO, by John D. Barline (Attorney-in-Fact)	08/19/2008
	Christian Wilhelm Erich Haub by John D. Barline (Attorney-in-Fact)	08/19/2008
	Tengelmann Warenhandelsgesellschaft KG, by Tengelmann Verwaltungs- und Beteiligungs GmbH, as Managing Partner, by Christian Wilhelm Erich Haub, Co-CEO, by John D. Barline (Attorney-in-Fact)	08/19/2008
	Erivan Karl Haub by John D. Barline (Attorney-in-Fact)	08/19/2008
	Tengelmann Verwaltungs- und Beteiligungs GmbH, by Christian Wilhelm Erich Haub, Co-CEO, by John D. Barline (Attorney-in-Fact)	08/19/2008
	** 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 5 (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).
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