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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 01/17/2006 | A | 1,766 | (2) | (2) | Common Stock | 1,766 | $ 0 | 1,766 | D | ||||
| Restricted Stock Units | (1) | (3) | (3) | Common Stock | 1,817 | 1,817 (4) | D | ||||||||
| Restricted Stock Units | (1) | (5) | (5) | Common Stock | 2,036 | 2,036 (4) | D | ||||||||
| Restricted Stock Units | (1) | (6) | (6) | Common Stock | 2,859 | 2,859 (4) | D | ||||||||
| Non-Employee Director Stock Option (Right to Buy) | $ 30 | 01/17/2006 | A | 8,305 | (7) | 01/17/2016 | Common Stock | 8,305 | $ 0 | 8,305 | D | ||||
| Non-Employee Director Stock Option (Right to Buy) | $ 30.05 | (8) | 01/03/2016 | Common Stock | 19,325 | 19,325 (9) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SCHNUCK CRAIG D SCHNUCK MARKETS, INC. 11420 LACKLAND ROAD ST. LOUIS, MO 63146-4928 |
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| Lee R. Mitau for Craig D. Schnuck | 01/19/2006 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Restricted stock units convert into common stock on a one-for-one basis. |
| (2) | The restricted stock units vest in four equal annual installments beginning on January 17, 2007. Units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy, the reporting person's Board service is terminated without cause, or the reporting person voluntarily leaves service on the Board for any reason after 10 years of service. Only vested units are distributable when the holder's Board service ends under other circumstances, except that all units are forfeited if the holder's Board service is terminated for cause. |
| (3) | The restricted stock units vest in four equal annual installments beginning on January 18, 2006. Units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy, the reporting person's Board service is terminated without cause, or the reporting person voluntarily leaves service on the Board for any reason after 10 years of service. Only vested units are distributable when the holder's Board service ends under other circumstances, except that all units are forfeited if the holder's Board service is terminated for cause. |
| (4) | Includes restricted stock units acquired in April, July and October, 2005, and January 2006, pursuant to a dividend reinvestment feature of the reporting person's restricted stock unit award. |
| (5) | The restricted stock units vest in four equal annual installments beginning on January 20, 2005. Units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy, the reporting person's Board service is terminated without cause, or the reporting person voluntarily leaves service on the Board for any reason after 10 years of service. Only vested units are distributable when the holder's Board service ends under other circumstances, except that all units are forfeited if the holder's Board service is terminated for cause. |
| (6) | The restricted stock units vest in four equal annual installments beginning on December 17, 2003. Units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy, the reporting person's Board service is terminated without cause, or the reporting person voluntarily leaves service on the Board for any reason after 10 years of service. Only vested units are distributable when the holder's Board service ends under other circumstances, except that all units are forfeited if the holder's Board service is terminated for cause. |
| (7) | The option vests in four equal annual installments beginning on January 17, 2007. |
| (8) | The option vests in four equal annual installments beginning on January 3, 2007. |
| (9) | Correction of amount incorrectly reported on a Form 4 filed on January 5, 2006, due to clerical error. |