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Filing Details

Accession Number:: 0001104659-15-086112
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-12-21 20:54:54
Reporting Period:: 2015-12-18

Filing Date:: 2015-12-21
Accepted Time:: 2015-12-21 20:54:54
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1536035	Roundy's Inc.	RNDY	Retail-Grocery Stores (5411)	272337996

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
56873	Kroger Co	1014 Vine Street Cincinnati OH 45202-1100		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	Acquisiton	2015-12-18	34,553,170	$3.60	1,000	No	4	P	Direct
Common Stock, Par Value $0.01 Per Share	Acquisiton	2015-12-18	14,813,987	$3.60	1,000	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	P	Direct

Footnotes

Shares of Common Stock, par value $0.01 per share (the "Shares"), of Roundy's, Inc. ("Roundy's") acquired pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of November 10, 2015 (the "Merger Agreement"), by and among The Kroger Co. ("Kroger"), KS Merger Sub Inc., a wholly owned subsidiary of Kroger ("Acquisition Corp."), and Roundy's (such tender offer, the "Offer"). Prior to the Merger (as defined below), Kroger beneficially owned 2,361,582 Shares (approximately 4.78%).
Following the consummation of the Offer, Acquisition Corp. was merged with and into Roundy's, and Roundy's survived the Merger as a wholly-owned subsidiary of Kroger pursuant to a "back-end merger" under Delaware law (the "Merger"). Prior to the Merger, Kroger held 1,000 shares of Acquisition Corp., which represented all of the issued and outstanding capital stock of Acquisition Corp. At the effective time of the Merger, each share of Acquisition Corp. was converted into a share of the surviving company's stock, and all previously outstanding Shares held by Kroger were cancelled.
Prior to the Merger, Shares were held by Acquisition Corp. As Acquisition Corp was a wholly owned subsidiary of Kroger, Kroger acquired beneficial ownership of the Shares.
Reflects all of the outstanding Shares not tendered in the Offer, which may be deemed to have been acquired by Kroger and Acquisition Corp. pursuant to the consummation of the Merger. Pursuant to the Merger, Kroger now beneficially owns all outstanding Shares.