Sec Form 4 Filing - LINK RICHARD A @ Smart & Final Stores, Inc. - 2019-06-20

Insider filing report for Changes in Beneficial Ownership
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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
LINK RICHARD A
2. Issuer Name and Ticker or Trading Symbol
Smart & Final Stores, Inc. [ SFS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Group VP, Controller, CAO
(Last) (First) (Middle)
C/O SMART & FINAL STORES, INC., 600 CITADEL DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
06/20/2019
(Street)
COMMERCE, CA90040
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 $0.001) 06/20/2019 D( 1 ) 141,671 D $ 6.5 0 D
Common stock (par value $0.001) 06/20/2019 D( 2 ) 12,039 D $ 6.5 0 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
Stock option (right to buy) $ 5.27 06/20/2019 D( 3 ) 67,260 ( 3 ) 02/01/2023 Common stock 67,260 $ 1.23 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LINK RICHARD A
C/O SMART & FINAL STORES, INC.
600 CITADEL DRIVE
COMMERCE, CA90040
Group VP, Controller, CAO
Signatures
/s/ Leland P. Smith, by power of attorney 06/20/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to an agreement and plan of merger (the "Merger Agreement") by and among First Street Parent, Inc. a Delaware corporation ("Parent"), First Street Merger Sub, Inc. Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and issuer, on June 20, 2019 the 141,671 disposed shares were canceled and converted into the right to receive an amount in cash equal to $6.50 per Company share, net to seller in cash, without interest, subject to any applicable withholding taxes.
( 2 )Pursuant to the Merger Agreement, on June 20, 2019 the 12,039 disposed shares of restricted stock were canceled and converted into the right to receive an amount in cash equal to $6.50 per Company share, net to seller in cash, without interest, subject to any applicable withholding taxes, with 50% of such cash payment payable effective at the time of the merger, and unless otherwise agreed by Mr. Link and Parent, the remaining 50% of such cash payment payable when such shares of restricted stock would have vested.
( 3 )This option was canceled on June 20, 2019 in a merger pursuant to the Merger Agreement in exchange for a cash payment of $82,729.80, representing the product of (x) the total number of issuer's shares subject to such option immediately prior to the effective time of the merger, multiplied by (y) the excess, if any, of (A) $6.50 over (B) the exercise price payable per share under such option, subject to any applicable withholding taxes.

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