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KROGER CO — Director's Dealing 2015
Dec 22, 2015
30047_dirs_2015-12-21_729f3cb4-8e4f-429a-959e-7cfe655d58e1.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Roundy's, Inc. (RNDY)
CIK: 0001536035
Period of Report: 2015-12-18
Reporting Person: KROGER CO (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2015-12-18 | Common Stock, par value $0.01 per share | P | 34553170 | $3.60 | Acquired | 1000 | Direct |
| 2015-12-18 | Common Stock, par value $0.01 per share | P | 14813987 | $3.60 | Acquired | 1000 | Direct |
Footnotes
F1: Shares of Common Stock, par value $0.01 per share (the "Shares"), of Roundy's, Inc. ("Roundy's") acquired pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of November 10, 2015 (the "Merger Agreement"), by and among The Kroger Co. ("Kroger"), KS Merger Sub Inc., a wholly owned subsidiary of Kroger ("Acquisition Corp."), and Roundy's (such tender offer, the "Offer"). Prior to the Merger (as defined below), Kroger beneficially owned 2,361,582 Shares (approximately 4.78%).
F2: Following the consummation of the Offer, Acquisition Corp. was merged with and into Roundy's, and Roundy's survived the Merger as a wholly-owned subsidiary of Kroger pursuant to a "back-end merger" under Delaware law (the "Merger"). Prior to the Merger, Kroger held 1,000 shares of Acquisition Corp., which represented all of the issued and outstanding capital stock of Acquisition Corp. At the effective time of the Merger, each share of Acquisition Corp. was converted into a share of the surviving company's stock, and all previously outstanding Shares held by Kroger were cancelled.
F3: Prior to the Merger, Shares were held by Acquisition Corp. As Acquisition Corp was a wholly owned subsidiary of Kroger, Kroger acquired beneficial ownership of the Shares.
F4: Reflects all of the outstanding Shares not tendered in the Offer, which may be deemed to have been acquired by Kroger and Acquisition Corp. pursuant to the consummation of the Merger. Pursuant to the Merger, Kroger now beneficially owns all outstanding Shares.