Sec Form 4 Filing - STEIN AVY H @ Roundy's, Inc. - 2015-12-18

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 STEIN AVY H 2. Issuer Name and Ticker or Trading Symbol Roundy's, Inc. [ RNDY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1033 SKOKIE BOULEVARD SUITE 360 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2015 (Street) NORTHBROOK, IL60062 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, par value $0.01 12/18/2015 U( 1 )( 2 ) 32,376 D $ 3.6 21,904 D Common Stock, par value $0.01 12/18/2015 D( 1 )( 3 ) 21,904 D $ 3.6 0 D Common Stock, par value $0.01 12/18/2015 U( 1 )( 4 ) 3,334,911 D $ 3.6 0 I See Footnote ( 4 ) Common Stock, par value $0.01 12/18/2015 U( 1 )( 5 ) 100,413 D $ 3.6 0 I See Footnote ( 5 ) Common Stock, par value $0.01 12/18/2015 U( 1 )( 6 ) 100,413 D $ 3.6 0 I See Footnote ( 6 ) Common Stock, par value $0.01 12/18/2015 U( 1 )( 7 ) 28,920 D $ 3.6 0 I See Footnote ( 7 )

Table II - Derivative Securities Acquired, Dispos ed 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 STEIN AVY H 1033 SKOKIE BOULEVARD SUITE 360 NORTHBROOK, IL60062 X X Signatures /s/ Edward G. Kitz, by power of attorney 12/21/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 18, 2015, pursuant to the terms of the Agreement and Plan of Merger, dated November 10, 2015, by and among the Issuer, The Kroger Co. ("Kroger") and KS Merger Sub Inc. ("Merger Sub"), a wholly-owned subsidiary of Kroger (the "Merger Agreement") at the effective time, each outstanding share of Issuer's Common Stock was converted in to the right to receive $3.60 per share (the "Offer Price"). On November 19, 2015, Merger Sub made an offer to purchase each outstanding share of the Issuer's Common Stock (the "Offer") for the Offer Price. ( 2 )These shares were tendered by Avy H. Stein into the Offer. ( 3 )Pursuant to the Merger Agreement, immediately prior to the effective time, these restricted stock units were cancelled in exchange for a per unit cash payment equal to the Offer Price, without any interest and subject to any tax withholding. ( 4 )These shares were tendered by Willis Stein & Partners III Sub, L.P. ("Fund III") into the Offer. Fund III is the record owner of these shares. Willis Stein & Partners Management III, L.P. ("Fund III General Partner") is the sole general partner of Fund III. Willis Stein & Partners Management III, LLC ("Management III") is the sole general partner of Fund III General Partner. John R. Willis and Avy H. Stein ("Managing Partners") are the Managing Partners of Management III. The Managing Partners, acting together, have the power to vote or dispose of these shares. Neither of the Managing Partners, acting alone, has voting or dispositive authority over any shares. ( 5 )These shares were tendered by Willis Stein & Partners Dutch III-A Sub, L.P. ("Dutch III-A") into the Offer. Dutch III-A is the record owner of these shares. Fund III General Partner is the sole general partner of Dutch III-A. Management III is the sole general partner of Fund III General Partner. The Managing Partners are the Managing Partners of Management III. The Managing Partners, acting together, have the power to vote or dispose of these shares. Neither of the Managing Partners, acting alone, has voting or dispositive authority over any shares. ( 6 )These shares were tendered by Willis Stein & Partners Dutch III-B Sub, L.P. ("Dutch III-B") into the Offer. Dutch III-B is the record owner of these shares. Fund III General Partner is the sole general partner of Dutch III-B. Management III is the sole general partner of Fund III General Partner. The Managing Partners are the Managing Partners of Management III. The Managing Partners, acting together, have the power to vote or dispose of these shares. Neither of the Managing Partners, acting alone, has voting or dispositive authority over any shares. ( 7 )These shares were tendered by Willis Stein & Partners III-C Sub, L.P. ("Fund III-C") into the Offer. Fund III-C is the record owner of these shares. Fund III General Partner is the sole general partner of Fund III-C. Management III is the sole general partner of Fund III General Partner. The Managing Partners are the Managing Partners of Management III. The Managing Partners, acting together, have the power to vote or dispose of these shares. Neither of the Managing Partners, acting alone, has voting or dispositive authority over any shares.

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