SPTN SpartanNash Company

ITEM 3.02Unregistered Sales of Equity Securities.

On October 7, 2020, in connection with its entry into a commercial agreement with Amazon (the “Commercial Agreement”), the Company issued to Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon (“NV Investment Holdings”), a Warrant (the “Warrant”) to purchase up to an aggregate of 5,437,272 shares of Common Stock, no par value per share, of the Company (the “Warrant Shares”).  The Warrant was issued pursuant to a Transaction Agreement between the Company and Amazon (the “Transaction Agreement”) and a Warrant to Purchase Common Stock between the Company and NV Investment Holdings.  The Warrant vested with respect to 1,087,455 Warrant Shares upon issuance of the Warrant, and the remaining Warrant Shares will vest in accordance with the terms of the Warrant. Any unvested portion of the Warrant will not vest subsequent to the termination of the Commercial Agreement in accordance with its terms. Upon vesting, the Warrant Shares may be acquired at an exercise price per Warrant Share of $17.7257.  The right to purchase Warrant Shares expires on October 7, 2027.

The issuance of the Warrant and the Warrant Shares have not been registered under the Securities Act of 1933 (the “Securities Act”) or under any state securities law in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act. The Company did not engage in a general solicitation or advertising with regard to the issuance and sale of the Warrant or Warrant Shares. Amazon acknowledged its intention to acquire the Warrant and Warrant Shares for investment only and not with a view toward their distribution, and appropriate legends will be affixed to the Warrant and the Warrant Shares.

This Item 3.02 contains only a brief description of the material terms of the Transaction Agreement and the Warrant does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the Transaction Agreement and Warrant, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated by reference into this Item 3.02.