8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 21, 2011

Nash-Finch Company

(Exact name of Registrant as specified in its charter)

Delaware	0-785	41-0431960
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7600 France Avenue South, Minneapolis, Minnesota	55435
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (952) 832-0534

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 7.01

Regulation FD Disclosure.

On March 21, 2011, Nash-Finch Company distributed a Notice of Adjustment of Conversion Rate of the Senior Subordinated Convertible Notes Due 2035 (the “Notes”) to holders of the Notes, a copy of which is attached as Exhibit 99.1 to this report.  The information in this Item 7.01 and Exhibit 99.1 of Item 9.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 and Exhibit 99.1 of Item 9.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless specifically identified as being incorporated therein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.	Description
99.1	Notice of Adjustment of Conversion Rate of the Senior Subordinated Convertible Notes Due 2035

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NASH-FINCH COMPANY
Date: March 21, 2011	By:	/s/ Kathleen M. Mahoney
		Name:	Kathleen M. Mahoney
		Title:	Senior Vice President, General Counsel and Secretary

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NASH-FINCH COMPANY

EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

Exhibit No.	Description
99.1	Notice of Adjustment of Conversion Rate of the Senior Subordinated Convertible Notes Due 2035

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EX-99.1

Exhibit 99.1

Nash-Finch Company Letterhead

VIA OVERNIGHT CARRIER

Wells Fargo Bank, National Association

Sixth & Marquette

N9303-120

Minneapolis, MN  55479

Re:

Notice of Adjustment of Conversion Rate of the Senior Subordinated

Convertible Notes Due 2035

To the Holders of our Senior Subordinated Convertible Notes Due 2035:

Reference is made to the indenture, dated as of March 15, 2005, as amended and supplemented by the First Supplemental Indenture, dated as of September 21, 2007 (the “Indenture”), by and between Nash-Finch Company (the “Company”), as issuer, and Wells Fargo Bank, National Association, as trustee (the “Trustee”), relating to the Company’s Senior Subordinated Convertible Notes Due 2035 (the “Notes”).  Capitalized terms used but not defined herein have the meanings ascribed to them in the Indenture.

On each of April 28, 2009, July 24, 2009, November 10, 2009, March 2, 2010, April 27, 2010,  July 20, 2010, November 11, 2010 and March 1, 2011, the Board of Directors of the Company declared a Common Stock dividend of $0.18 (collectively, the “New Dividends”). On an aggregated basis, the New Dividends have triggered a requirement under the Indenture that the Company adjust the Conversion Rate of the Notes pursuant to Section 4.08(a)(5) of the Indenture.

Pursuant to Section 4.10 of the Indenture, the Company hereby gives notice to the holders of the Notes that the Conversion Rate at which shares of Common Stock will be delivered upon conversion will be adjusted to 9.6224 shares of Common Stock for each $1,000 principal amount of the Notes. The increased Conversion Rate was calculated for each of the New Dividends by multiplying the Conversion Rate in effect immediately prior to the close of business on the record date fixed for the determination of shareholders entitled to receive the most recent New Dividend, by a fraction, (i) the numerator of which was equal to the Current Market Price on such record date, and (ii) the denominator of which was equal to the Current Market Price on such record date less an amount equal to the quotient of (x) the Excess Dividend Amount and (y) the number of shares of Common Stock outstanding on such record date.

Pursuant to Section 4.09(b) of the Indenture, no adjustment of the Conversion Rate was required unless such adjustment resulted in an increase or decrease of at least 1% in the Conversion Rate as last adjusted; provided, however, that any adjustments that would be required to be made but for Section 4.09(b) were carried forward and taken into account in any subsequent adjustment.

The attached table outlines the calculation of the Conversion Rate for each of the New Dividends.

Very truly yours,
By:	/s/ Robert B. Dimond
	Name:	Robert B. Dimond
	Title:	EVP and Chief Financial Officer