Sec Form 4 Filing - GREEN EQUITY INVESTORS III LP @ RITE AID CORP - 2013-09-27

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GREEN EQUITY INVESTORS III LP 2. Issuer Name and Ticker or Trading Symbol RITE AID CORP [ RAD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Affiliate of director (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD, SUITE 2000 3. Date of Earliest Transaction (MM/DD/YY) 09/27/2013 (Street) LOS ANGELES, CA90025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 Common Stock 09/27/2013 ( 1 ) S 34,000,000 ( 2 ) D $ 4.49 ( 3 ) 6,000,000 ( 4 ) ( 5 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GREEN EQUITY INVESTORS III LP 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 Affiliate of director GEI CAPITAL III LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 Affiliate of director LEONARD GREEN PARTNERS LP 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 Affiliate of director LGP MANAGEMENT INC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 Affiliate of director GRAND AVENUE ASSOCIATES LP 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 Affiliate of director GRAND AVENUE CAPITAL CORP 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 Affiliate of director GREEN EQUITY INVESTORS SIDE III LP 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 Affiliate of director Signatures /s/ Cody Franklin, as Chief Financial Officer of Green Equity Investors III, L.P. 10/01/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Not applicable. ( 2 )Represents shares sold by Green Equity Investors III LP ("GEI III") and Green Equity Investors Side III LP ("GEI Side III"). ( 3 )GEI III and GEI Side III disposed of 34,000,000 shares of common stock for $4.49 per share in a block trade. ( 4 )GEI Capital III LLC ("GEIC") is the general partner of GEI III and GEI Side III. Grand Avenue Associates LP ("Grand Avenue") is a limited partner of GEI III. Grand Avenue Capital Corp ("GACC") is the general partner of Grand Avenue. Leonard Green Partners LP ("LGP") is the management company of GEI III and GEI Side III and an affiliate of GEIC, Grand Avenue and GACC. LGP Management Inc ("LGPM") is the general partner of LGP. Mr. Baumer is a director of the Issuer and a partner of LGP. As disclosed by the Issuer on a Form 8-K filed on September 27, 2013, and by the Reporting Persons' Amendment No. 7 to Schedule 13D, filed on October 1, 2013, Mr. Baumer is resigning as a director of the Issuer effective as of the settlement of the exchange offer. Following Mr. Baumer's resignation, the Reporting Persons will no longer be subject to Section 16. ( 5 )GEI III and GEI Side III are the direct owners of the shares reported on this row. GEIC, Grand Avenue, GACC, LGP, and LGPM directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be an indirect beneficial owner of the shares owned by GEI III and GEI Side III. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein (other than, with respect to GEI III and GEI Side III, the shares each owns directly), except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any of the foregoing are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

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