FORM 4
[ X ] 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 *

Neumann Laura J 		2. Issuer Name and Ticker or Trading Symbol

ARDEN GROUP INC [ ARDNA ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

2020 S. CENTRAL AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/19/2014
(Street)

COMPTON, CA 90220
(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
Class A Common Stock   2/19/2014     D (1)    200   D $126.50   (1) 0   I   Held by spouse of reporting person.  

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 Appreciation Rights     (2) (3) 2/19/2014     D         3500      (2) (3)   (2) (3) Class A Common Stock   3500     (2) (3) 0   D    
Stock Appreciation Rights     (4) (5) 2/19/2014     D         3500      (4) (5)   (4) (5) Class A Common Stock   3500     (4) (5) 0   D    
Stock Appreciation Rights     (6) (7) 2/19/2014     D         1000      (6) (7)   (6) (7) Class A Common Stock   1000     (6) (7) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to an Agreement and Plan of Merger, dated as of December 20, 2013 (the "Merger Agreement"), among the issuer, GRCY Holdings, Inc. and GRCY Acquisition, Inc. in exchange for cash merger consideration of $126.50 per share.
( 2)  This stock appreciation right was exercisable in 25% increments on each of January 15, 2013, 2014, 2015 and 2016. Effective as of the Effective Time, as defined under the Merger Agreement (the "Effective Time"), and pursuant to the terms of the Merger Agreement, (a) the vested portion of this stock appreciation right was cancelled and converted into the right to receive cash equal to the product of (i) the excess of $126.50 (the merger consideration) over the current base price of $90 under this stock appreciation right, multiplied by (ii) the number of vested stock appreciation rights subject to such award (less any applicable withholding taxes), which amount is due and payable as soon as practicable after the Effective Time but in no event later than seven days thereafter, and (b) the unvested portion of this stock appreciation right was converted into the right to receive a cash amount equal to the product of (footnote continued in Footnote 3)
( 3)  (continued from Footnote 2) (i) the excess of $126.50 (the merger consideration) over the current base price of $90 under this stock appreciation right, multiplied by (ii) the number of unvested stock appreciation rights subject to such award (less any applicable withholding taxes), which amount will be due and payable on the first anniversary of the Effective Time, provided that the holder has remained continuously employed by the issuer through such date. If her employment is terminated by the issuer other than for "Cause" or by her for "Good Reason," as those terms are defined in the issuer's Change in Control Plan (the "Plan"), the cash payment for the unvested portion of her stock appreciation right will become due and payable as of the date of such termination of her employment.
( 4)  This stock appreciation right was exercisable in 25% increments on each of August 10, 2013, 2014, 2015 and 2016. Effective as of the Effective Time, and pursuant to the terms of the Merger Agreement, (a) one-half of this stock appreciation right vested in accordance with the Plan, (b) such vested portion of this stock appreciation was cancelled and converted into the right to receive cash equal to the product of (i) the excess of $126.50 (the merger consideration) over the current base price of $75.22 under this stock appreciation right, multiplied by (ii) the number of vested stock appreciation rights subject to such award (less any applicable withholding taxes), which amount is due and payable as soon as practicable after the Effective Time but in no event later than seven days thereafter, and (c) the remaining unvested portion of this stock appreciation right was converted into the right to receive a cash amount equal to the product of (footnote continued in Footnote 5)
( 5)  (continued from Footnote 4) (i) the excess of $126.50 (the merger consideration) over the current base price of $75.22 under this stock appreciation right, multiplied by (ii) the number of unvested stock appreciation rights subject to such award (less any applicable withholding taxes), which amount will be due and payable on the first anniversary of the Effective Time, provided that the holder has remained continuously employed by the issuer through such date. If her employment is terminated by the issuer other than for "Cause" or by her for "Good Reason," the cash payment for the unvested portion of her stock appreciation right will become due and payable as of the date of such termination of her employment.
( 6)  This stock appreciation was exercisable in 25% increments on each of December 3, 2015, 2016, 2017 and 2018. Effective as of the Effective Time, and pursuant to the terms of the Merger Agreement, (a) one-half of this stock appreciation right vested in accordance with the Plan, (b) such vested portion of this stock appreciation was cancelled and converted into the right to receive cash equal to the product of (i) the excess of $126.50 (the merger consideration) over the current base price of $95.82 under this stock appreciation right, multiplied by (ii) the number of vested stock appreciation rights subject to such award (less any applicable withholding taxes), which amount is due and payable as soon as practicable after the Effective Time but in no event later than seven days thereafter, and (c) the unvested portion of this stock appreciation right was converted into the right to receive a cash amount equal to the product of (footnote continued in Footnote 7)
( 7)  (continued from Footnote 6) (i) the excess of $126.50 (the merger consideration) over the current base price of $95.82 under this stock appreciation right, multiplied by (ii) the number of unvested stock appreciation rights subject to such award (less any applicable withholding taxes), which amount will be due and payable on the first anniversary of the Effective Time, provided that the holder has remained continuously employed by the issuer through such date. If her employment is terminated by the issuer other than for "Cause" or by her for "Good Reason," the cash payment for the unvested portion of her stock appreciation right will become due and payable as of the date of such termination of her employment.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Neumann Laura J
2020 S. CENTRAL AVENUE
COMPTON, CA 90220

Chief Financial Officer

Signatures
/s/ Laura J. Neumann 2/19/2014
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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