FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Drew Scott R.
2. Issuer Name and Ticker or Trading Symbol

Smart & Final Stores, Inc. [ SFS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, Operations
(Last)          (First)          (Middle)

SMART & FINAL STORES, INC., 600 CITADEL DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

12/1/2016
(Street)

COMMERCE, CA 90040
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
common stock, par value $0.001   12/1/2016     M    11300   (1) A $2.09   35633   D    
common stock, par value $0.001   12/1/2016     S    11300   (2) (3) D $13.46   24333   D    
common stock, par value $0.001   12/1/2016     M    11300   (1) A $2.09   35633   D    
common stock, par value $0.001   12/1/2016     S    11300   (2) (4) D $13.37   24333   D    
common stock, par value $0.001   12/1/2016     M    11300   (1) A $2.09   35633   D    
common stock, par value $0.001   12/1/2016     S    11300   (2) (5) D $13.34   24333   D    
common stock, par value $0.001   12/2/2016     M    11300   (1) A $2.09   35633   D    
common stock, par value $0.001   12/2/2016     S    11300   (2) (6) D $13.20   24333   D    
common stock, par value $0.001   12/2/2016     M    11300   (1) A $2.09   35633   D    
common stock, par value $0.001   12/2/2016     S    11300   (2) (7) D $13.18   24333   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (right to buy)   $2.09   12/1/2016     M      11300         (8) 4/6/2017   Common Stock   90140   (8) $0   78840   D    
Stock Option (right to buy)   $2.09   12/1/2016     M      11300         (8) 4/6/2017   Common Stock   78840   (8) $0   67540   D    
Stock Option (right to buy)   $2.09   12/1/2016     M      11300         (8) 4/6/2017   Common Stock   67540   (8) $0   56240   D    
Stock Option (right to buy)   $2.09   12/2/2016     M      11300         (8) 4/6/2017   Common Stock   56240   (8) $0   44940   D    
Stock Option (right to buy)   $2.09   12/2/2016     M      11300         (8) 4/6/2017   Common Stock   44940   (8) $0   33640   D    

Explanation of Responses:
( 1)  These shares were acquired pursuant to exercise of stock options as described in Table II.
( 2)  The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 sales plan adopted by Mr. Drew on May 23, 2016.
( 3)  These shares are comprised of shares acquired pursuant to exercises of stock options as described in Footnote 1, and were sold in multiple transactions ranging from $13.35 to $13.70 per share. The price reported reflects the weighted average price. Mr. Drew undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 4)  These shares are comprised of shares acquired pursuant to exercises of stock options as described in Footnote 1, and were sold in multiple transactions ranging from $13.35 to $13.43 per share. The price reported reflects the weighted average price. Mr. Drew undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 5)  These shares are comprised of shares acquired pursuant to exercises of stock options as described in Footnote 1, and were sold in multiple transactions ranging from $13.25 to $13.45 per share. The price reported reflects the weighted average price. Mr. Drew undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 6)  These shares are comprised of shares acquired pursuant to exercises of stock options as described in Footnote 1, and were sold in multiple transactions ranging from $13.15 to $13.35 per share. The price reported reflects the weighted average price. Mr. Drew undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 7)  These shares are comprised of shares acquired pursuant to exercises of stock options as described in Footnote 1, and were sold in multiple transactions ranging from $13.10 to $13.25 per share. The price reported reflects the weighted average price. Mr. Drew undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 8)  The option was granted on April 6, 2010. A portion of the option was scheduled to vest ratably over four years following the date of grant, and the remainder of the option was scheduled to vest upon achievement by Smart & Final Holdings Corp. of certain performance measures. In connection with the acquisition of Smart & Final Holdings Corp. by Smart & Final Stores, Inc., this option accelerated and vested in accordance with its terms on November 15, 2012.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Drew Scott R.
SMART & FINAL STORES, INC.
600 CITADEL DRIVE
COMMERCE, CA 90040


EVP, Operations

Signatures
/s/ Leland P. Smith, by power of attorney 12/5/2016
** 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.
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