Sec Form 4 Filing - Klaff Hersch @ Albertsons Companies, Inc. - 2020-08-04

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 Klaff Hersch 2. Issuer Name and Ticker or Trading Symbol Albertsons Companies, Inc. [ ACI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O ALBERTSONS COMPANIES, INC., 250 PARKCENTER BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 08/04/2020 (Street) BOISE, ID83706 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

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 Restricted Stock Unit ( 1 ) 08/04/2020 A 9,552 ( 2 ) ( 2 ) Class A common stock, par value $0.01 9,552 ( 3 ) 9,552 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Klaff Hersch C/O ALBERTSONS COMPANIES, INC. 250 PARKCENTER BLVD. BOISE, ID83706 X X See Remarks Signatures /s/ Laura A. Donald, Attorney-in-Fact for Hersch Klaff 08/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contractual right to receive one share of Class A common stock of Albertsons Companies, Inc. (the "Company"). ( 2 )The awards will vest in full on February 27, 2021, as long as Hersch Klaff (the "Reporting Person") remains a director through such date. ( 3 )The awards were granted under the Company's 2020 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

Remarks: Klaff Realty, LP ("Klaff Realty") through its affiliates has entered into a stockholders agreement, dated June 25, 2020 (the "Stockholders Agreement"), among the Company and certain holders of Company Class A common stock (together with Klaff Realty, the "Sponsors"). Pursuant to the Stockholders Agreement, the Sponsors have agreed to act in concert and vote together on certain matters relating to the Company. As a result, the Sponsors in the aggregate may be deemed to beneficially own more than 10% of the outstanding shares of Company Class A common stock. The Reporting Person may be deemed the indirect beneficial owner of the shares held by affiliates of Klaff Realty through his indirect interest in Klaff Realty and/or one or more of his affiliates. However, the Reporting Person and his affiliates do not have a pecuniary interest in the securities of the Company 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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