Sec Form 4 Filing - Cerberus Capital Management, L.P. @ Albertsons Companies, Inc. - 2020-09-14

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 Cerberus Capital Management, L.P. 2. Issuer Name and Ticker or Trading Symbol Albertsons Companies, Inc. [ ACI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 875 THIRD AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 09/14/2020 (Street) NEW YORK, NY10022 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 Class A common stock, par value $0.01 09/14/2020 J( 1 )( 2 ) 6,837,970 D $ 0 ( 3 ) 151,818,680 I See footnote ( 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 Cerberus Capital Management, L.P. 875 THIRD AVENUE NEW YORK, NY10022 X See Remarks Signatures /s/ Frank Bruno (Authorized Signatory) 09/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 14, 2020, Cerberus Iceberg LLC ("Cerberus Iceberg"), an affiliate of Cerberus Capital Management, L.P. (the "Reporting Person"), entered into a redemption agreement with Gabriel Assets, LLC (together with its affiliates, "Gabriel"). Gabriel was a member of Cerberus Iceberg and is subject to a court-mandated wind-down. Bart M. Schwartz of Guidepost Partners LLC is the court-appointed receiver (the "Receiver") with respect to Gabriel and has been directed to liquidate Gabriel's assets. As a result, the Receiver directed Cerberus Iceberg to distribute pro rata 6,837,970 shares of Albertsons Companies, Inc. (the "Company") Class A common stock (the "Shares") to Gabriel. Accordingly, Cerberus Iceberg has redeemed all of Gabriel's units in Cerberus Iceberg in exchange for the pro rata distribution from Cerberus Iceberg of the Shares. ( 2 )As a result of that distribution, Gabriel is no longer a partner or member of Cerberus Iceberg. The Reporting Person remains subject to that certain Lock-Up Agreement, dated as of June 25, 2020, entered into in favor of the underwriters of the Company's initial public offering and that certain Lock-Up Agreement, dated as of June 25, 2020, entered into in favor of the Company, with respect to its remaining 151,818,680 shares of Company Class A common stock. ( 3 )On September 14, 2020, the Company entered into a stock repurchase agreement with Gabriel, pursuant to which the Company repurchased the Shares held by Gabriel at $12.00 per share (the "Repurchase"). The Reporting Person did not receive any compensation or other value in connection with the distribution or the Repurchase. ( 4 )The securities reported herein are held by Cerberus Iceberg and one or more of its affiliates.

Remarks: The Reporting Person and/or one or more of its affiliates are parties to a stockholders agreement, dated June 25, 2020 (the "Stockholders Agreement"), among the Company and certain holders of Company Class A common stock (together with the Reporting Person, 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 and its 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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