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*
Brunot Edward L

(Last) (First) (Middle)
7600 FRANCE AVE S

(Street)
EDINA MN 55435

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NASH FINCH CO [ NAFC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr Vice President
3. Date of Earliest Transaction (Month/Day/Year)
04/26/2010
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
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
Restricted Stock Units (1) 04/26/2010 J(2) 3,584.3813 (2) (2) Common stock 3,584.3813 $0.00 27,538.6524(3) D
Restricted Stock Units (4) 04/26/2010 A 17,500 (5) (5) Common Stock 17,500 $0.00 45,184.9264(6) D
Deferred Stock Units (7) 04/27/2010 A 6,449 (7) (7) Common Stock 6,449 $0.00 9,904.2781(8) D
Explanation of Responses:
1. Restricted stock units granted under the 2000 Nash Finch Stock Incentive Plan convert to common stock on a 1 for 1 basis.
2. 20% of the original grant of Restricted Stock Units (and dividend equivalents) was deemed cancelled and is not eligible for vesting because the Compensation and Management Development Committee determined that the EBITDA Target for the Fiscal Year ended January 2, 2010 was not met. Upon determination by the Committee, the shares are deemed forfeited as of the last day of the applicable Fiscal Year which was January 2, 2010.
3. Holdings include 731.9495 shares of restricted common stock acquired between February 2009 and January 2010 as the result of reinvestment of dividend equivalents as provided in the plan.
4. Restricted stock units granted under the Nash-Finch Company 2009 Incentive Award Plan convert to common stock on a 1 for 1 basis.
5. Each restricted stock unit, a form of performance unit granted under the Nash-Finch 2009 Incentive Award Plan, vests on April 26, 2015. Settlement of the units shall occur within 90 days of the first to occur of death of the recipient, termination of employment or Change in Control.
6. Holdings include 146.274 shares of restricted common stock acquired since January 2010 as the result of reinvestment of dividend equivalents as provided in the plan.
7. Deferred stock units earned by the reporting person pursuant to the Company's 2007 Long-Term Incentive Program in an amount approved on the transaction date by the Company's Compensation and Management Development Committee. The deferred stock units are deferred to the Deferred Compensation Plan and are payable to the reporting person in common stock on a one-for-one basis six months following termination of employment.
8. Holdings include 78.2781 deferred stock units acquired since April 2009 as the result of reinvestment of dividends as provided in the plan.
Remarks:
/s/ Edward L. Brunot 04/29/2010
** 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).
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