Statement of Changes in Beneficial Ownership (4)
August 10 2020 - 5:16PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
EIDSON DENNIS |
2. Issuer Name and Ticker or Trading Symbol
SpartanNash Co
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SPTN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman Interim CEO |
(Last)
(First)
(Middle)
C/O 850 - 76TH STREET SW |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/6/2020 |
(Street)
GRAND RAPIDS, MI 49518
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/10/2020 | | M | | 211714.55 | A | (1) | 388314.55 | D | |
Common Stock | 8/10/2020 | | D(1) | | 211714.55 | D | $21.79 | 176600 | D | |
Common Stock (2) | 8/10/2020 | | A | | 10403 | A | $0 | 187003 | D | |
Common Stock | | | | | | | | 2400 | I | By Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Phantom Stock | (3) | 8/6/2020 | | A | | 19925.86 | | (4) | (4) | Common Stock | 19925.86 | $0 | 211714.55 | D | |
Phantom Stock | (3) | 8/10/2020 | | M | | | 211714.55 | (4) | (4) | Common Stock | 211714.55 | $0 | 0 | D | |
Explanation of Responses: |
(1) | For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the settlement for cash of phantom stock granted in accordance with Rule 16b-3 is deemed a disposition of the phantom shares, an acquisition of a corresponding number of shares of Common Stock and a disposition of such shares to SpartanNash Company (the "Company") for cash at the market price thereof. |
(2) | Reports the grant of shares of restricted stock under the SpartanNash Company 2020 Stock Incentive Plan ("Plan"). These shares will vest in full on November 5, 2020 if the reporting person remains actively employed by the Company through that date. Prior to vesting, these shares will remain subject to restrictions in accordance with the Plan and the terms of the grant. |
(3) | One share of phantom stock is the economic equivalent of one share of Common Stock of the Company, no par value. The terms of the shares of phantom stock provide for settlement only in cash, with no right of the reporting person to receive any actual shares of Common Stock relating thereto. |
(4) | The shares of phantom stock vest and become payable in cash only on the earlier to occur of (a) August 8, 2020 and (b) the date that is 30 days following the employment commencement date of a new Chief Executive Officer of the Company, provided that the reporting person continues to be employed by the Company. In addition, the shares vest if the reporting person's employment is earlier terminated without "cause" by the Company, for "good reason" by the reporting person or as a result of his death or disability. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
EIDSON DENNIS C/O 850 - 76TH STREET SW GRAND RAPIDS, MI 49518 | X |
| Chairman Interim CEO |
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Signatures
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/s/ Kathleen Mahoney, as attorney in fact | | 8/10/2020 |
**Signature of Reporting Person | Date |
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