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
GREAT ATLANTIC & PACIFIC TEA CO INC [ GAP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/04/2009 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Series A-T Preferred Stock(1) | $5(2) | 08/04/2009 | P | 18,800 | 08/05/2010(4) | 08/01/2016 | Common Stock, $1 par value | 3,760,000(5) | $1,000 | 18,800 | D | ||||
Series A-T Preferred Stock(1) | $5(2) | 08/04/2009 | J(3) | 18,800 | 08/05/2010(4) | 08/01/2016 | Common Stock, $1 par value | 3,760,000(5) | $0 | 0 | D | ||||
Series A-T Preferred Stock(1) | $5(2) | 08/04/2009 | J(3) | 60,000 | 08/05/2010(4) | 08/01/2016 | Common Stock, $1 par value | 12,000,000 | $0 | 60,000 | I | Limited Partnership(6) |
Explanation of Responses: |
1. The 8% Cumulative Convertible Preferred Stock, Series A-T, without par value, due August 1, 2016 (the "Series A-T Preferred Stock"). |
2. The Series A-T Preferred Stock was acquired for $1,000 per share and each share of Series A-T Preferred Stock is initially convertible into 200 shares of Common Stock (the "Conversion Rate"), which represents a Common Stock price per share of $5.00. The Conversion Rate is subject to change. |
3. The full right, title and ownership of the Series A-T Preferred Stock was contributed to Tengelmann Warenhandelsgesellschaft KG, a limited partnership organized under the laws of the Federal Republic of Germany ("Tengelmann"). |
4. The Series A-T Preferred Stock is not presently convertible into Common Stock but will become convertible on August 5, 2010, at the holder's option, subject to any limitations imposed by any stockholder approval requirements of the New York Stock Exchange. |
5. The value set forth in this field is based upon the Conversion Rate as of the August 4, 2009. |
6. Each share of the Series A-T Preferred Stock is owned by Tengelmann. The reporting person expressly declares that the filing of this statement is not an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Series A-T Preferred Stock owned by Tengelmann, except to the extent of the reporting person's pecuniary interest in the Series A-T Preferred Stock. |
Remarks: |
* The reporting person is a citizen of the Federal Republic of Germany. |
Karl-Erivan Warder Haub, by Christian Wilhelm Erich Haub (Attorney-in-Fact) | 08/06/2009 | |
** 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. |