Sec Form 4 Filing - KIMCO REALTY CORP @ Albertsons Companies, Inc. - 2020-06-30

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change 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 *
KIMCO REALTY CORP
2. Issuer Name and Ticker or Trading Symbol
Albertsons Companies, Inc. [ ACI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
500 NORTH BROADWAY, SUITE 201
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2020
(Street)
JERICHO, NY11753
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
Class A common stock par value $0.01 06/30/2020 S 4,675,726 ( 1 ) D $ 15.2716 ( 2 ) 39,838,104 ( 1 ) I See footnotes ( 3 ) ( 4 )
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
KIMCO REALTY CORP
500 NORTH BROADWAY
SUITE 201
JERICHO, NY11753
See Remarks
KIM-SFW, LLC
500 NORTH BROADWAY
SUITE 201
JERICHO, NY11753
See Remarks
KRS ABS, LLC
500 NORTH BROADWAY
SUITE 201
JERICHO, NY11753
See Remarks
KRSX MERGE, LLC
500 NORTH BROADWAY
SUITE 201
JERICHO, NY11753
See Remarks
KIMKON INC.
500 NORTH BROADWAY
SUITE 201
JERICHO, NY11753
See Remarks
KIMCO CAPITAL CORP.
500 NORTH BROADWAY
SUITE 201
JERICHO, NY11753
See Remarks
KIMSOUTH REALTY INC
500 NORTH BROADWAY
SUITE 201
JERICHO, NY11753
See Remarks
Signatures
Kimco Realty Corp., by /s/ Raymond Edwards, Executive Vice President 07/01/2020
** Signature of Reporting Person Date
KIM SFW, LLC, by Kimco Capital Corp, its sole member, by /s/ Raymond Edwards, Executive Vice President 07/01/2020
** Signature of Reporting Person Date
KRS ABS, LLC, by Kimsouth Realty, Inc., its sole member, by /s/ Raymond Edwards, Executive Vice President 07/01/2020
** Signature of Reporting Person Date
KRSX Merge, LLC, by /s/ Raymond Edwards, Executive Vice President 07/01/2020
** Signature of Reporting Person Date
Kimkon Inc., by /s/ Raymond Edwards, Executive Vice President 07/01/2020
** Signature of Reporting Person Date
Kimco Capital Corp., by /s/ Raymond Edwards, Executive Vice President 07/01/2020
** Signature of Reporting Person Date
Kimsouth Realty Inc., by /s/ Raymond Edwards, Executive Vice President 07/01/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 170,781, 4,445,725 and 59,220 securities reported herein sold by KIM SFW, LLC, KRS ABS, LLC and KRSX Merge, LLC, respectively, pursuant to the Underwriting Agreement dated June 25, 2020. Following the transaction reported herein, 0 securities are held by KIM SFW, LLC, 39,661,294 are held by KRS ABS, LLC and 167,811 are held by KRSX Merge, LLC.
( 2 )This amount represents the $16.0000 public offering price per share of the issuer's common stock less the underwriting discount of $0.7284 per share.
( 3 )The securities reported herein are held by KIM SFW, LLC, KRS ABS, LLC and KRSX Merge, LLC. Kimco Capital Corp. is the sole member of KIM SFW, LLC. Kimsouth Realty Inc. is the sole member of KRS ABS, LLC and is a wholly-owned subsidiary of Kimkon Inc. Kimkon Inc. is a wholly-owned subsidiary of KRSX Merge, LLC. Each of Kimco Capital Corp. and KRSX Merge, LLC are wholly-owned subsidiaries of the Reporting Person.
( 4 )The Reporting Person may be deemed to share beneficial ownership of the securities reported herein held by KIM SFW, LLC, KRS ABS, LLC and KRSX Merge, LLC, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any. Kimco Capital Corp may be deemed to share beneficial ownership of the securities reported herein held by KIM SFW, LLC, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any. Each of Kimsouth Realty Inc., Kimcon Inc. and KRSX Merge, LLC may be deemed to share beneficial ownership of the securities reported herein held by KRS ABS, LLC, but each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any.

Remarks:
KIM SFW, LLC, KRS ABS, LLC and KRSX Merge, LLC, each an indirect subsidiary of Kimco Realty Corp. and a holder of shares of Class A common stock of the Issuer, have entered into a stockholders agreement, dated June 25, 2020 (the "Stockholders Agreement"), among the Issuer and certain other holders of Class A common stock (such holders, together with KIM SFW, LLC, KRS ABS, LLC and KRSX Merge, LLC, the "Sponsors"). Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Issuer. As a result, the Sponsors may be deemed to members of a group that beneficially owns more than 10% of the outstanding shares of Class A common stock of the Issuer. However, none of KIM SFW, LLC, KRS ABS, LLC and KRSX Merge, LLC, or their respective affiliates, including Kimco Realty Corp., has a pecuniary interest in the securities of the Issuer held by the other Sponsors.

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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