Amended Statement of Beneficial Ownership (sc 13d/a)
May 30 2018 - 4:01PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO
RULE 13d-2(a)
(to Amendment No. 1 to the Schedule 13D)
1
SuperValu Inc.
(Name of Issuer)
Common Stock
,
par value $0.01 per share
(Title of Class of Securities)
868536301
(CUSIP Number)
JASON
AINTABI
BLACKWELLS
CAPITAL LLC
600 Madison Avenue, 18th Floor
New York, New York 10022
(212) 792-6096
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 29, 2018
(Date of Event Which Requires Filing of
This Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
Note.
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
Rule
13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
1 The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
1
|
NAME OF REPORTING PERSONS
BLACKWELLS CAPITAL LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC, OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
8
|
SHARED VOTING POWER
2,243,800
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
10
|
SHARED DISPOSITIVE POWER
2,243,800
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,243,800*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%*
|
14
|
TYPE OF REPORTING PERSON
OO
|
* Represents (i) 1,577,500 Shares (as
defined below) directly beneficially owned by Blackwells Capital (as defined below) and (ii) 666,300 Shares underlying call
options exercisable within sixty (60) days of the date hereof directly owned by Blackwells Capital.
1
|
NAME OF REPORTING PERSONS
jason aintabi
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO, PF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,800,805
|
8
|
SHARED VOTING POWER
- 0 -
|
9
|
SOLE DISPOSITIVE POWER
2,800,805
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,800,805*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%*
|
14
|
TYPE OF REPORTING PERSON
IN
|
* Represents (i) 96,605 Shares
directly beneficially owned by Mr. Aintabi, (ii) 460,400 Shares underlying call options exercisable within sixty (60) days of
the date hereof directly owned by Mr. Aintabi, (iii) 1,577,500 Shares directly beneficially owned by Blackwells Capital, and
(iv) 666,300 Shares underlying call options exercisable within sixty (60) days of the date hereof directly owned by
Blackwells Capital.
1
|
NAME OF REPORTING PERSONS
richard a. anicetti
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
8
|
SHARED VOTING POWER
- 0 -
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSONS
steven h. baer
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
8
|
SHARED VOTING POWER
- 0 -
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSONS
chris r. kreidler
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
8
|
SHARED VOTING POWER
- 0 -
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSONS
FRANK LAZARAN
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
8
|
SHARED VOTING POWER
- 0 -
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSONS
JAMES J. MARTELL
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
8
|
SHARED VOTING POWER
- 0 -
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSONS
SANDRA E. TAYLOR
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
8
|
SHARED VOTING POWER
- 0 -
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.
Item 4.
|
Purpose of Transaction
.
|
Item 4 is hereby amended
to add the following:
On May 29, 2018, Blackwells
Capital submitted a supplement (the “ Section 220 Letter Supplement”) to its April 13, 2018 and May 18, 2018 letters
to the Issuer, pursuant to Section 220 of the Delaware General Corporation Law (“Section 220”), requesting to inspect,
among other things, books and records with respect to the use of the Issuer’s private jet and related corporate policies
(the “Private Jet Records”). The 220 Demand Letter Supplement was delivered to the Issuer following the Issuer’s
continued assertions that Blackwells Capital did not have a proper purpose to inspect the Private Jet Records.
The Section 220 Letter
Supplement includes an additional request of the Issuer, made pursuant to Section 220, to inspect books and records containing
information that would allow Blackwells Capital to confirm that the Board is treating the highly qualified and independent professionals
nominated by Blackwells Capital in a manner consistent with the board member selection processes undertaken by the Issuer in the
past (the “Director Selection Records”). Blackwells Capital has requested the Director Selection Records because of
the Board’s request to have its executive recruiting firm screen two (2) out of the six (6) director candidates nominated
by Blackwells Capital before even considering whether it would meet with these candidates.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: May 30, 2018
BLACKWELLS CAPITAL LLC
|
|
By:
|
/s/ Jason Aintabi
|
|
|
Name:Jason Aintabi
|
|
|
Title:Managing Partner
|
|
|
/s/ Jason Aintabi
|
|
JASON AINTABI
|
|
(Individually and as attorney-in-fact for Ms. Taylor and Messrs. Anicetti, Baer, Kreidler, Lazaran and Martell)
|
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