EFTA01382364.pdf

Amendment No. 3 to Form S-I Table of Contents table. Pursuant to the 2014 Bonus Plan, performance below a specific threshold will result in no payment with respect to that performance goal. Performance at or above the threshold will result in a payment from $0 up to the maximum bonus amounts reflected in the table. 2. Represents a fully vested and non-forfeitable Investor Incentive Unit granted to Mr. Miller. as described in "—Compensation Discussion and Analysis.' 3. Represents an Incentive Unit award made to Mr. Edwards pursuant to the company's Incentive Unit Plan, as described in'—Compensation Discussion and Analysis.* 4. Reflects the grant date fair value calculated in accordance with ASC 718. Assumptions used in the valuation of equity based awards are discussed in Note 10—Equity-Based Compensation in our consolidated financial statements included elsewhere in this prospectus. Outstanding Equity Awards at Fiscal Year End 2014 Option Awards Unit Awards Equity Equity Incentive Incentive Plan Plan Awards: Awards: Market or Equity Number Payout Incentive Market of Value of Plan Value Unearned Unearned Awards: of Units or Units or Number of Number of Number of Number Units Other Other Securtties Securities Securities of Units That Rights Rights Underlying Underlying Underlying That Have That That Unexercised Unexercised Unexercised Option Option Have Not Not Have Not Have Not Options (#) Options ito Unearned Exercise Expiration Vested Vested Vested Vested Name Exercisable Unexercisable Options (#) Price (S) Date ($) (U) ($) (b) (c) (d) )e( (f) (g) (h) (i) Robert G. Miller Robert L. Edwards — 3.350,083(1) — (2) Robert B. Dimond Wayne A Denningham Justin Dye Shane Sampson Reflects the full number of Incentive Units granted to Mr. Edwards. These Incentive Units were granted subject to vesting as described in "— Compensation Discussion and Analysis." In connection with his transition to the position of Vice Chairman, Mr. Edwards and the company agreed that he would forfeit 1,675,041.5 of his Series 1 Incentive Units. The remaining 1.675.041.5 Series 1 Incentive Units will vest in full on January 30. 2016, the first amiversary of the dosing date of the Safeway acquisition, subjed to his continued service through that date with accelerated vesting in the event of certain terminations of his service as described in "—Compensation Discussion and Analysis." 2. Because there was no public market for our equity as of February 28. 2015. the market value of the Series 1 Incentive Units as of that date is not determinable. Accordingly, we cannot calculate the market value of the unvested Series 1 Incentive Units as of that date. 156 http:Amw.sec.gov 'Archi% edgaridata/1646972/0001193I25I 5335826'd900395dsla.htm(10,14/20I 5 9:03:02 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0081696 CONFIDENTIAL SDNY_GM_00227880 EFTA01382364