Edgar Filing: DELOLMO ANDRE

Ownership Submission

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 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DELOLMO ANDRE

2. Issuer Name and Ticker or Trading Symbol
SMART & FINAL INC/DE [SMF]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr.V.P., S&FSC

(Last)

(First)

(Middle)

600 CITADEL DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2006

(Street)

COMMERCE, CA 90040

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share								19,000 ⁽¹⁾	D
Common Stock, par value $.01 per share								25,000	I	Deferred Smart Shares

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options

$ 10.132

10/31/2006

D⁽²⁾

20,000

09/27/2003⁽²⁾

09/27/2011

Common

20,000

$ 10.132

Stock Options

$ 12.89

10/31/2006

D⁽³⁾

30,000

02/17/2006⁽³⁾

02/17/2014

Common

30,000

$ 12.89

Stock Options

$ 5.49

10/31/2006

D⁽⁴⁾

50,000

12/04/2004⁽⁴⁾

12/04/2012

Common

50,000

$ 5.49

Stock Options

$ 4.28

10/31/2006

D⁽⁵⁾

60,000

02/19/2005⁽⁵⁾

02/19/2013

Common

60,000

$ 4.28

Stock Options

$ 6.5

10/31/2006

D⁽⁶⁾

40,000

09/16/2005⁽⁶⁾

09/16/2013

Common

40,000

$ 6.5

Stock Options

$ 15.2

10/31/2006

D⁽⁷⁾

15,000

02/15/2007⁽⁷⁾

02/15/2015

Common

15,000

$ 15.2

Stock Appreciation Rights

$ 14.39

10/31/2006

D⁽⁸⁾

8,500

02/21/2008⁽⁸⁾

02/21/2014

Common

8,500

$ 14.39

Stock Options

$ 10.132

10/31/2006

A⁽²⁾

20,000

10/31/2006⁽²⁾

10/31/2007

Common

20,000

$ 10.132

20,000

Stock Options

$ 12.89

10/31/2006

A⁽³⁾

30,000

10/31/2006⁽³⁾

10/31/2007

Common

30,000

$ 12.89

30,000

Stock Options

$ 5.49

10/31/2006

A⁽⁴⁾

50,000

10/31/2006⁽⁴⁾

10/31/2007

Common

50,000

$ 5.49

50,000

Stock Options

$ 4.28

10/31/2006

A⁽⁵⁾

60,000

10/31/2006⁽⁵⁾

10/31/2007

Common

60,000

$ 4.28

60,000

Stock Options

$ 6.5

10/31/2006

A⁽⁶⁾

40,000

10/31/2006⁽⁶⁾

10/31/2007

Common

40,000

$ 6.5

40,000

Stock Options

$ 15.2

10/31/2006

A⁽⁷⁾

15,000

10/31/2006⁽⁷⁾

10/31/2007

Common

15,000

$ 15.2

15,000

Stock Appreciation Rights

$ 14.39

10/31/2006

A⁽⁸⁾

8,500

10/31/2006⁽⁸⁾

10/31/2007

Common

8,500

$ 14.39

8,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DELOLMO ANDRE 600 CITADEL DRIVE COMMERCE, CA 90040			Sr.V.P., S&FSC

Signatures

Andre Delolmo		11/02/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Includes 5,000 restricted smart shares granted 2/05, 6,500 restricted smart shares granted 2/06 and 7,500 restricted smart shares granted 5/06
(2)	Previously reported and fully vested options. Mr. Delolmo resigned his position with the Company effective 10/31/06 and in doing so the Comp. Committee agreed that the options may be exercised until 10/31/2007. Amendment of outstanding option results in deemed cancellation of option and grant of replacement option.
(3)	Previously reported options. Fully vested. Mr. Delolmo resigned his position with the Company effective 10/31/06 and in doing so the Comp. Committee agreed that the options may be exercised until 10/31/2007. Amendment of outstanding option results in deemed cancellation of option and grant of replacement option
(4)	Previously reported options. Mr. Delolmo resigned his position with the Company effective 10/31/06 and in doing so the Comp. Committee agreed to an early vesting of these stock options, that the options are exercisable as of 10/31/2006 and may be exercised until 10/31/2007. Amendment of outstanding option results in deemed cancellation of option and grant of replacement option.
(5)	Previously reported options. Mr. Delolmo resigned his position with the Company effective 10/31/06 and in doing so the Comp. Committee agreed to an early vesting of these stock options, that the options are exercisable as of 10/31/2006 and may be exercised until 10/31/2007. Amendment of outstanding option results in deemed cancellation of option and grant of replacement option.
(6)	Previously reported options. Mr. Delolmo resigned his position with the Company effective 10/31/06 and in doing so the Comp. Committee agreed to an early vesting of these stock options, that the options are exercisable as of 10/31/2006 and may be exercised until 10/31/2007. Amendment of outstanding option results in deemed cancellation of option and grant of replacement option.
(7)	Previously reported options. Fully vested options. Mr. Delolmo resigned his position with the Company effective 10/31/06 and in doing so the Comp. Committee agreed that the options may be exercised until 10/31/2007. Amendment of outstanding option results in deemed cancellation of option and grant of replacement option.
(8)	Previously reported stock appreciation rights. Mr. Delolmo resigned his position with the Company effective 10/31/06 and in doing so the Comp. Committee agreed to an early vesting of these stock appreciation rights, that the stock appreciation rights are exercisable as of 10/31/2006 and may be exercised until 10/31/2007. Amendment of outstanding option results in deemed cancellation of option and grant of replacement option.

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