Statement of Changes in Beneficial Ownership (4)
October 14 2022 - 4:35PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
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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
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KIMCO REALTY CORP |
2. Issuer Name and Ticker or Trading Symbol
Albertsons Companies, Inc.
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ACI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
500 NORTH BROADWAY, SUITE 201 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/14/2022 |
(Street)
JERICHO, NY 11753
(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)
___ Form filed by One Reporting Person
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X
_ 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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Class A common stock par value $0.01 | 10/14/2022 | | S | | 11500000 | D | $26.18 | 28338105 (1) | I | See footnotes (2)(3) |
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 |
Explanation of Responses: |
(1) | All securities reported as sold herein were sold by KRS ABS, LLC. Following the transaction reported herein, 28,161,294 securities are held by KRS ABS, LLC and 176,811 are held by KRSX Merge, LLC. |
(2) | The securities reported herein are held by KRS ABS, LLC and KRSX Merge, LLC. Kimsouth Realty Inc. is the sole member of KRS ABS, LLC and is a wholly-owned subsidiary of Kimkon Inc. Kimkon Inc. is a wholly-owned subsidiary of KRSX Merge, LLC. KRSX Merge, LLC is a wholly-owned subsidiary of the Reporting Person. |
(3) | The Reporting Person may be deemed to share beneficial ownership of the securities reported herein held by KRS ABS, LLC and KRSX Merge, LLC, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any. Each of Kimsouth Realty Inc., Kimkon Inc. and KRSX Merge, LLC may be deemed to share beneficial ownership of the securities reported herein held by KRS ABS, LLC, but each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any. |
Remarks: KRS ABS, LLC and KRSX Merge, LLC, each an indirect subsidiary of Kimco Realty Corp. and a holder of shares of Class A common stock of the Issuer, have entered into a stockholders agreement, dated June 25, 2020 (the "Stockholders Agreement"), among the Issuer and certain other holders of Class A common stock (such holders, together with KRS ABS, LLC and KRSX Merge, LLC, the "Sponsors"). Pursuant to the Stockholders Agreement, the Sponsors have agreed to vote together on certain matters relating to the Issuer. As a result, the Sponsors may be deemed members of a group that beneficially owns more than 10% of the outstanding shares of Class A common stock of the Issuer. However, none of KRS ABS, LLC and KRSX Merge, LLC, or their respective affiliates, including Kimco Realty Corp., has a pecuniary interest in the securities of the Issuer held by the other Sponsors. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KIMCO REALTY CORP 500 NORTH BROADWAY SUITE 201 JERICHO, NY 11753 |
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| See Remarks |
KRS ABS, LLC 500 NORTH BROADWAY SUITE 201 JERICHO, NY 11753 |
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| See Remarks |
KRSX MERGE, LLC 500 NORTH BROADWAY SUITE 201 JERICHO, NY 11753 |
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| See Remarks |
KIMKON INC. 500 NORTH BROADWAY SUITE 201 JERICHO, NY 11753 |
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| See Remarks |
KIMSOUTH REALTY INC 500 NORTH BROADWAY SUITE 201 JERICHO, NY 11753 |
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| See Remarks |
Signatures
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Kimco Realty Corp., by /s/ Raymond Edwards, Executive Vice President | | 10/14/2022 |
**Signature of Reporting Person | Date |
KRS ABS, LLC, by Kimsouth Realty, Inc., its sole member, by /s/ Raymond Edwards, Executive Vice President | | 10/14/2022 |
**Signature of Reporting Person | Date |
KRSX Merge, LLC, by /s/ Raymond Edwards, Executive Vice President | | 10/14/2022 |
**Signature of Reporting Person | Date |
Kimkon Inc., by /s/ Raymond Edwards, Executive Vice President | | 10/14/2022 |
**Signature of Reporting Person | Date |
Kimsouth Realty Inc., by /s/ Raymond Edwards, Executive Vice President | | 10/14/2022 |
**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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