Sec Form 4 Filing - Griffith Kelly P @ SAFEWAY INC - 2013-10-28

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 Griffith Kelly P 2. Issuer Name and Ticker or Trading Symbol SAFEWAY INC [ SWY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) C/O SAFEWAY INC., 5918 STONERIDGE MALL RD. 3. Date of Earliest Transaction (MM/DD/YY) 10/28/2013 (Street) PLEASANTON, CA94588 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 10/28/2013 M 6,000 A $ 25.74 62,630 D Common Stock 10/28/2013 S 6,000 D $ 36.26 ( 1 ) 56,630 D Common Stock 10/28/2013 M 5,000 A $ 20.07 61,630 D Common Stock 10/28/2013 S 5,000 D $ 36.26 ( 1 ) 56,630 D Common Stock 5,955.3495 ( 2 ) I By 401(k) Plan Common Stock 981.0432 ( 3 ) I By Employee Stock Purchase Plan Common Stock 400 I By Spouse (IRA)

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 Employee Stock Option (Right to Buy) ( 4 ) $ 25.74 10/28/2013 M 6,000 ( 4 ) 07/21/2014 Common Stock 6,000 $ 0 0 D Employee Stock Option (Right to Buy) ( 5 ) $ 20.07 10/28/2013 M 5,000 ( 5 ) 07/26/2020 Common Stock 5,000 $ 0 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Griffith Kelly P C/O SAFEWAY INC. 5918 STONERIDGE MALL RD. PLEASANTON, CA94588 Executive Vice President Signatures /s/ Laura A. Donald, Attorney-in-Fact 10/29/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price of $36.26 per share represents a weighted average of sales prices ranging from $36.25 to $36.29 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price. ( 2 )Between September 1, 2013 and September 30, 2013, the reporting person acquired 23.6042 shares of Safeway Common Stock under the Safeway 401(k) plan. The information in this report is based on a plan statement dated as of September 30, 2013. ( 3 )Between September 1, 2013 and September 30, 2013, the reporting person acquired 7.1973 shares of Safeway Common Stock under the Safeway Employee Stock Purchase Plan. The information in this report is based on a plan statement dated as of September 30, 2013. ( 4 )Granted under the Safeway Inc. 2007 Equity and Incentive Award Plan, which is a Rule 16b-3 plan. This option became fully exercisable on 7/21/2013. ( 5 )Granted under the Safeway Inc. 2007 Equity and Incentive Award Plan, which is a Rule 16b-3 plan. The option is exercisable in five annual increments of 20%, beginning on the first anniversary of the date of grant and will be fully exercisable on 7/26/2015.

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).

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