SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ADLER DEAN S (Last) (First) (Middle) 2400 MARKET STREET, SUITE 301 (Street) PHILADELPHIA PA 19103-3033 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 06/30/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 per share	06/30/2020		S		1,468,900	D	$15.2716	12,515,316	I	See footnotes(1)(2)
Class A common stock, par value $0.01 per share	06/30/2020		S		55,640	D	$15.2716	474,065	I	See footnotes(2)(3)
Class A common stock, par value $0.01 per share	06/30/2020		S		854,518	D	$15.2716	7,280,654	I	See footnotes(2)(4)
Class A common stock, par value $0.01 per share	06/30/2020		S		506,443	D	$15.2716	4,314,996	I	See footnotes(2)(5)
Class A common stock, par value $0.01 per share	06/30/2020		S		3,891,650	D	$15.2716	33,157,624	I	See footnotes(2)(6)
Class A common stock, par value $0.01 per share	06/30/2020		S		45,316	D	$15.2716	386,099	I	See footnotes(2)(7)

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 (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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. The reported shares of Class A common stock are owned directly by L-A V ABS, LLC ("L-A V ABS"). L-A V ABS is managed by its members, Dean S. Adler and Gerald A. Ronon, who can be removed and replaced by Lubert-Adler Real Estate Fund V, L.P. ("L-A RE Fund V"), the controlling member of L-A V ABS, with the consent of ABS Opportunities, LLC. As a result, Mr. Adler, Mr. Ronon and L-A RE Fund V may be deemed to share beneficial ownership of the reported shares.

2. The reporting person expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

3. The reported shares of Class A common stock are owned directly by L-A RE Fund V. L-A RE Fund V's general partner is Lubert-Adler Group V, L.P ("L-A Group V"). L-A Group V's general partner is Lubert-Adler Group V, LLC ("L-A Group V LLC"). Ira M. Lubert and Dean S. Adler are the members of L-A Group V LLC. As a result, L-A Group V, L-A Group V LLC, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares.

4. The reported shares include 665,747 shares of Class A common stock sold by Lubert-Adler Real Estate Fund VI, L.P. (the "L-A RE Fund VI") and 188,771 shares of Class A common stock sold by Lubert-Adler Real Estate Fund VI-A, L.P. (the "L-A RE Fund VI-A"), and 5,672,291 shares of Class A common stock owned directly by L-A RE Fund VI and 1,608,363 shares of Class A common sock owned directly by L-A RE Fund VI-A following the reported transactions. The general partner of L-A RE Fund VI and L-A RE Fund VI-A is Lubert-Adler Group VI, L.P. ("L-A Group VI"). L-A Group VI's general partner is Lubert-Adler Group VI, LLC ("L-A Group VI LLC"). Ira M. Lubert and Dean S. Adler are the members of L-A Group VI LLC. As a result, L-A Group VI, L-A Group VI LLC, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares.

5. The reported shares of Class A common stock are owned directly by Lubert-Adler Real Estate Fund VI-B, L.P. (the "L-A RE Fund VI-B"). L-A RE Fund VI-B's general partner is Lubert-Adler Group VI-B, L.P ("L-A Group VI-B"). L-A Group VI-B's general partner is Lubert-Adler Group VI-B, LLC ("L-A Group VI-B LLC"). Ira M. Lubert and Dean S. Adler are the members of L-A Group VI-B LLC. As a result, L-A Group VI-B, L-A Group VI-B LLC, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares.

6. The reported shares of Class A common stock are owned directly by L-A Saturn Acquisition, L.P. ("L-A Saturn"). L-A Saturn's general partner is L-A Group Saturn, LLC ("L-A Group Saturn"). Ira M. Lubert and Dean S. Adler are the managers of L-A Group Saturn. As a result, L-A Group Saturn, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares.

7. The reported shares of Class A common stock are owned directly by L-A Asset Management Services, L.P. ("L-A Asset Management Services"). L-A Asset Management Services' general partner is Lubert-Adler GP - West, LLC ("L-A GP - West"). Ira M. Lubert and Dean S. Adler are the members of L-A GP - West. As a result, L-A GP - West, Mr. Lubert and Mr. Adler may be deemed to share beneficial ownership of the reported shares.

Remarks:

The reporting person ceased to be a director of Albertsons Companies, Inc. upon completion of the initial public offering. Each of L-A V ABS, L-A RE Fund V, L-A RE Fund VI, L-A RE Fund VI-A, L-A RE Fund VI-B, L-A Group Saturn and L-A Asset Management Services has entered into a stockholders agreement, dated June 25, 2020 (the "Stockholders Agreement"), among Albertsons Companies, Inc. (the "Company") and certain other holders of Company Class A common stock (together with L-A V ABS, L-A RE Fund V, L-A RE Fund VI, L-A RE Fund VI-A, L-A RE Fund VI-B, L-A Group Saturn and L-A Asset Management Services, 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. However, the reporting person and his affiliates do not have a pecuniary interest in the securities of the Company held by the other Sponsors.

	/s/ R. Eric Emrich, as attorney-in-fact for Dean S. Adler	07/01/2020
	** Signature of Reporting Person	Date
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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