0001209191-15-008360.txt : 20150202 0001209191-15-008360.hdr.sgml : 20150202 20150202174305 ACCESSION NUMBER: 0001209191-15-008360 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150130 FILED AS OF DATE: 20150202 DATE AS OF CHANGE: 20150202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SAFEWAY INC CENTRAL INDEX KEY: 0000086144 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 943019135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 BUSINESS ADDRESS: STREET 1: 5918 STONERIDGE MALL RD CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 9254673000 MAIL ADDRESS: STREET 1: 5918 STONERIDGE MALL ROAD CITY: PLEASANTON STATE: CA ZIP: 94588 FORMER COMPANY: FORMER CONFORMED NAME: SAFEWAY STORES INC DATE OF NAME CHANGE: 19900226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WRIGHT DONALD P CENTRAL INDEX KEY: 0001209848 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00041 FILM NUMBER: 15568456 MAIL ADDRESS: STREET 1: C/O SAFEWAY INC STREET 2: 5918 STONERIDGE MALL ROAD CITY: PLEASANTON STATE: CA ZIP: 94588 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-01-30 1 0000086144 SAFEWAY INC SWY 0001209848 WRIGHT DONALD P 5918 STONERIDGE MALL ROAD PLEASANTON CA 94588 0 1 0 0 Senior Vice President Common Stock 2015-01-30 4 A 0 49116 0.00 A 136438 D Common Stock 2015-01-30 4 D 0 136438 D 0 D Stock Option (right to buy) 14.26 2015-01-30 4 D 0 85000 D Common Stock 85000 0 D Stock Option (right to buy) 17.49 2015-01-30 4 D 0 22849 D Common Stock 22849 0 D Stock Option (right to buy) 19.58 2015-01-30 4 D 0 23298 D Common Stock 23298 0 D Stock Option (right to buy) 34.00 2015-01-30 4 D 0 22730 D Common Stock 22730 0 D Restricted Stock Units 2015-01-30 4 D 0 5444 D Common Stock 5444 0 D Represents shares acquired pursuant to performance share awards vested in accordance with the terms of the merger agreement dated as of March 6, 2014 among issuer, AB Acquisition LLC, Albertson's Holdings LLC, Albertson's LLC and Saturn Acquisition Merger Sub, Inc., as amended (the "merger agreement"). Disposed of as of the effective date of the merger pursuant to the merger agreement. Upon the effective date of the merger each share of common stock became the right to receive the merger consideration consisting of: (i) a cash payment of $34.92, (ii) one contingent value right relating to issuer's interest in Casa Ley, S.A. de C.V. (a "Casa Ley CVR") and (iii) one contingent value right relating to any deferred consideration relating to the sale of the assets of issuer's real-estate development subsidiary Property Development Centers, LLC (a "PDC CVR"), less any applicable withholding taxes. The option originally vested in successive annual increments of 20% of the original number of shares subject to the option, beginning March 2, 2010. Pursuant to the merger agreement, each option, whether vested or unvested, was canceled as of the effective date of the merger in exchange for the right to receive for each share of common stock issuable upon exercise of the option (i) a cash payment of $34.92 less the exercise price per share of the option, (ii) one Casa Ley CVR and (iii) one PDC CVR, less any applicable withholding taxes. The option originally vested in successive annual increments of 25% of the original number of shares subject to the option, beginning March 8, 2013. Pursuant to the merger agreement, each option, whether vested or unvested, was canceled as of the effective date of the merger in exchange for the right to receive for each share of common stock issuable upon exercise of the option (i) a cash payment of $34.92 less the exercise price per share of the option, (ii) one Casa Ley CVR and (iii) one PDC CVR, less any applicable withholding taxes. The option originally vested in successive annual increments of 25% of the original number of shares subject to the option, beginning March 8, 2014. Pursuant to the merger agreement, each option, whether vested or unvested, was canceled as of the effective date of the merger in exchange for the right to receive for each share of common stock issuable upon exercise of the option (i) a cash payment of $34.92 less the exercise price per share of the option, (ii) one Casa Ley CVR and (iii) one PDC CVR, less any applicable withholding taxes. The option originally vested in successive annual increments of 25% of the original number of shares subject to the option, beginning March 3, 2015. Pursuant to the merger agreement, each option, whether vested or unvested, was canceled as of the effective date of the merger in exchange for the right to receive for each share of common stock issuable upon exercise of the option (i) a cash payment of $34.92 less the exercise price per share of the option, (ii) one Casa Ley CVR and (iii) one PDC CVR, less any applicable withholding taxes. Each restricted stock unit represented the contingent right to receive one share of common stock. The restricted stock units originally vested in three equal annual installments beginning March 3, 2015. Pursuant to the merger agreement, each restricted stock unit, whether vested or unvested, was canceled as of the effective date of the merger in exchange for the right to receive (i) a cash payment of $34.92, (ii) one Casa Ley CVR and (iii) one PDC CVR, less any applicable withholding taxes. /s/ Laura A. Donald, Attorney-in-Fact 2015-02-02