SFS / Smart & Final Stores, Inc. - SEC Filings, Annual Report, Proxy Statement

Smart & Final Stores, Inc.
US ˙ NYSE
THIS SYMBOL IS NO LONGER ACTIVE

Basic Stats
CIK 1563407
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Smart & Final Stores, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
July 1, 2019 15-12B

SFS / Smart & Final Stores, Inc. 15-12B - - 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36626 SMART & FINAL STORES, INC. (Exact name of registrant as specified

June 20, 2019 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 1, 2019 pursuant to the provisions of Rule 12d2-2 (a).

June 20, 2019 S-8 POS

SFS / Smart & Final Stores, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on June 20, 2019 Registration No.

June 20, 2019 S-8 POS

SFS / Smart & Final Stores, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on June 20, 2019 Registration No.

June 20, 2019 EX-3.2

Third Amended and Restated Bylaws of Smart & Final Stores, Inc., effective June 20, 2019.

Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF SMART & FINAL STORES, INC. ARTICLE I OFFICES Section 1. REGISTERED OFFICES. The registered office shall be in Wilmington, Delaware, or such other location as the Board of Directors may determine or the business of the corporation may require. Section 2. OTHER OFFICES. The corporation may also have offices at such other places both within and without

June 20, 2019 EX-99.1

Smart & Final Stores, Inc. and Funds Managed by Affiliates of Apollo Global Management Announce Successful Completion of Previously Announced Transaction

Exhibit 99.1 FOR IMMEDIATE RELEASE Smart & Final Stores, Inc. and Funds Managed by Affiliates of Apollo Global Management Announce Successful Completion of Previously Announced Transaction COMMERCE, CA AND NEW YORK, NY —June 20, 2019 — Smart & Final Stores, Inc. (NYSE: SFS) (“Smart & Final”) and First Street Merger Sub, Inc. (the “Purchaser”), an entity controlled by funds (the “Apollo Funds”) man

June 20, 2019 EX-3.1

Third Amended and Restated Certificate of Incorporation of Smart & Final Stores, Inc., dated June 20, 2019.

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SMART & FINAL STORES, INC. FIRST: The name of this corporation (the “Corporation”) shall be Smart & Final Stores, Inc. SECOND: Its registered office in the State of Delaware is to be located at 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808, United States, and the name of its registered

June 20, 2019 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2019 (June 18, 2019) Smart & Final Stores, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36626 80-0862253 (State or Other Jurisdiction of Incorpora

June 20, 2019 SC 13G/A

SFS / Smart & Final Stores, Inc. / ARES MANAGEMENT LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4 - Exit Filing)* Smart & Final Stores, Inc. (Name of Issuer) common stock, par value $0.001 per share (Title of Class of Securities) 83190B 101 (CUSIP Number) June 18, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

June 20, 2019 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Ares Entities (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common St

June 18, 2019 SC 14D9/A

SFS / Smart & Final Stores, Inc. SC 14D9/A - - SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) Smart & Final Stores, Inc. (Name of Subject Company) Smart & Final Stores, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securi

June 18, 2019 EX-99.(A)(5)(E)

Funds Managed by Affiliates of Apollo Global Management Announce Successful Tender Offer for Smart & Final Stores, Inc.

Exhibit (a)(5)(E) FOR IMMEDIATE RELEASE Funds Managed by Affiliates of Apollo Global Management Announce Successful Tender Offer for Smart & Final Stores, Inc.

June 18, 2019 SC TO-T/A

SFS / Smart & Final Stores, Inc. SC TO-T/A - - SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) Smart & Final Stores, Inc. (Name of Subject Company (Issuer)) First Street Merger Sub, Inc. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of First Street Parent, Inc. (Name of Filing Per

June 12, 2019 SC 14D9/A

SFS / Smart & Final Stores, Inc. SC 14D9/A - - SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Smart & Final Stores, Inc. (Name of Subject Company) Smart & Final Stores, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securi

May 31, 2019 SC TO-T/A

SFS / Smart & Final Stores, Inc. SC TO-T/A - - SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) Smart & Final Stores, Inc. (Name of Subject Company (Issuer)) First Street Merger Sub, Inc. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of First Street Parent, Inc. (Name of Filing Per

May 31, 2019 EX-99.(A)(5)(M)

Class Action Complaint filed as of May 30, 2019 (Thomas O’Shea v. Smart & Final Stores, Inc., et al., Case No. 1:19-cv-01003).

Exhibit (a)(5)(M) Case 1:19-cv-01003-UNA Document 1 Filed 05/30/19 Page 1 of 18 PageID #: 1 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE C.

May 31, 2019 SC 14D9/A

SFS / Smart & Final Stores, Inc. SC 14D9/A - - SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) Smart & Final Stores, Inc. (Name of Subject Company) Smart & Final Stores, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Secur

May 31, 2019 EX-99.(A)(5)(N)

Q&A, distributed May 31, 2019.

Exhibit (a)(5)(N) POST ANNOUNCEMENT COMMUNICATION — 5/31/2019 FINAL FOR DISTRIBUTION PROPOSED TRANSACTION: Q: What is the proposed transaction that was announced? A: Smart & Final Stores, Inc.

May 23, 2019 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 22, 2019 SMART & FINAL STORES, INC.

May 22, 2019 SC TO-T/A

SFS / Smart & Final Stores, Inc. SC TO-T/A - - SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Smart & Final Stores, Inc. (Name of Subject Company (Issuer)) First Street Merger Sub, Inc. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of First Street Parent, Inc. (Name of Filing Per

May 22, 2019 SC 14D9/A

SFS / Smart & Final Stores, Inc. SC 14D9/A - - SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) Smart & Final Stores, Inc. (Name of Subject Company) Smart & Final Stores, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Secur

May 22, 2019 EX-99.(A)(5)(F)

Class Action Complaint filed as of May 20, 2019 (Anthony Franchi v. Smart & Final Stores, Inc., et al., Case No. 1:19-cv-00940).

Exhibit (a)(5)(F) UNITED STATES DISTRICT COURT DISTRICT OF DELAWARE ANTHONY FRANCHI, Individually and On Behalf of All Others Similarly Situated, ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Plaintiff, Case No.

May 14, 2019 SC 14D9

SFS / Smart & Final Stores, Inc. SC 14D9 SC 14D9

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 14, 2019 EX-99.(E)(5)

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Exhibit (e)(5) April 12, 2019 Citigroup Global Markets Inc. Attention: Douglas Trauber & David Finkelstein 388 Greenwich Street New York, NY 10013 Jefferies LLC Attention: Vinay Prabhu & Bill Cooling 520 Madison Avenue New York, NY 10022 RE: Smart & Final Stores, Inc. Indication of Interest Letter Dear Douglas, David, Vinay, and Bill: Apollo Management IX, L.P. (“Apollo” or “Buyer”) and Smart & Fi

May 14, 2019 EX-99.(E)(34)

SMART & FINAL LLC SUPPLEMENTAL DEFERRED COMPENSATION PLAN TRUST

Exhibit (e)(34) SMART & FINAL LLC SUPPLEMENTAL DEFERRED COMPENSATION PLAN TRUST This Grantor Trust Agreement (the “Trust Agreement”) is made this 12th day of April, 2019 and effective the 1st day of January, 2019 by and between Smart & Final LLC (“the Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“the Trustee”).

May 14, 2019 EX-99.(E)(4)

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Exhibit (e)(4) March 19, 2019 Citigroup Global Markets Inc. Attention: Douglas Trauber & David Finkelstein 388 Greenwich Street New York, NY 10013 Jefferies LLC Attention: Vinay Prabhu & Bill Cooling 520 Madison Avenue New York, NY 10022 RE: Smart & Final Stores, Inc. Indication of Interest Letter Dear Douglas, David, Vinay, and Bill: Apollo Management IX, L.P. (“Apollo” or “Buyer”) and Smart & Fi

May 14, 2019 EX-99.(B)(2)

BANK OF AMERICA, N.A. One Bryant Park New York, New York 10036

Exhibit (b)(2) EXECUTION VERSION BANK OF AMERICA, N.A. One Bryant Park New York, New York 10036 DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005 BANK OF MONTREAL BMO CAPITAL MARKETS CORP. 3 Times Square 28th Floor New York, NY 10036 ROYAL BANK OF CANADA 200 Vesey Street New York, New York 10281 BARCLAYS 745 Seventh Avenue New York, New York 100

May 14, 2019 EX-99.(B)(3)

DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005

Exhibit (b)(3) EXECUTION VERSION DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC.

May 14, 2019 EX-99.(A)(1)(D)

Good-Bye! (Leaving the SEC Website) This page is temporarily unavailable.

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(D) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of SMART & FINAL STORES, INC.

May 14, 2019 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY for Tender of Shares of Common Stock SMART & FINAL STORES, INC. at $6.50 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase dated May 14, 2019 by FIRST STREET MERGER SUB, INC. a wholly owned subsidiary of FIRST STR

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY for Tender of Shares of Common Stock of SMART & FINAL STORES, INC.

May 14, 2019 EX-99.(D)(5)

Apollo Investment Fund IX, L.P. Apollo Overseas Partners (Delaware 892) IX, L.P. Apollo Overseas Partners (Delaware) IX, L.P. Apollo Overseas Partners (Lux) IX, SCSp Apollo Overseas Partners IX, L.P. One Manhattanville Road Suite 201 Purchase, NY 105

Exhibit (d)(5) Apollo Investment Fund IX, L.P. Apollo Overseas Partners (Delaware 892) IX, L.P. Apollo Overseas Partners (Delaware) IX, L.P. Apollo Overseas Partners (Lux) IX, SCSp Apollo Overseas Partners IX, L.P. One Manhattanville Road Suite 201 Purchase, NY 10577 April 16, 2019 FIRST STREET PARENT, INC. Re: Smart & Final Stores, Inc. Equity Commitment Letter Ladies and Gentlemen: Reference is

May 14, 2019 EX-99.(D)(6)

LIMITED GUARANTEE

Exhibit (d)(6) LIMITED GUARANTEE Limited Guarantee, dated as of April 16, 2019 (this “Limited Guarantee”), by each of the parties listed on Exhibit A attached hereto (each, a “Guarantor” and collectively, the “Guarantors”), in favor of Smart & Final Stores, Inc.

May 14, 2019 EX-99.(A)(1)(F)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated May 14, 2019, and the related Letter of Transmittal (as de

Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

May 14, 2019 EX-99.(D)(2)

[Signature Page Follows]

Exhibit (d)(2) STRICTLY CONFIDENTIAL November 8, 2018 Apollo Management IX, L.P. 9 West 57th Street New York, NY 10019 Attention: General Counsel Re: Confidentiality Agreement Ladies and Gentlemen: In connection with the consideration by Apollo Management IX, L.P. (“you” or the “Receiving Party”) of a possible mutually agreed transaction with Smart & Final Stores, Inc. or any of its subsidiaries a

May 14, 2019 EX-99.(D)(3)

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Exhibit (d)(3) March 19, 2019 Citigroup Global Markets Inc. Attention: Douglas Trauber & David Finkelstein 388 Greenwich Street New York, NY 10013 Jefferies LLC Attention: Vinay Prabhu & Bill Cooling 520 Madison Avenue New York, NY 10022 RE: Smart & Final Stores, Inc. Indication of Interest Letter Dear Douglas, David, Vinay, and Bill: Apollo Management IX, L.P. (“Apollo” or “Buyer”) and Smart & Fi

May 14, 2019 EX-99.(A)(5)(B)

Funds Managed by Affiliates of Apollo Global Management Announce Commencement of Tender Offer for All Outstanding Shares of Smart & Final

Exhibit (a)(5)(B) FOR IMMEDIATE RELEASE Funds Managed by Affiliates of Apollo Global Management Announce Commencement of Tender Offer for All Outstanding Shares of Smart & Final NEW YORK, NY — May 14, 2019 — Funds managed by affiliates of Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries, “Apollo”), a leading global alternative investment manager, announced the commencement of a cash tender offer to purchase all of the outstanding shares of common stock of Smart & Final Stores, Inc.

May 14, 2019 EX-99.(A)(1)(E)

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock SMART & FINAL STORES, INC. at $6.50 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase dated May 14, 2019 by FIRST STREET MERGER SUB, INC. a wholly owned subsidiary of FIRST STRE

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(E) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of SMART & FINAL STORES, INC.

May 14, 2019 EX-99.(A)(1)(B)

LETTER OF TRANSMITTAL to Tender Shares of Common Stock SMART & FINAL STORES, INC. $6.50 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase dated May 14, 2019 FIRST STREET MERGER SUB, INC. a wholly owned subsidiary of FIRST STREET PARENT, INC.

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(B) LETTER OF TRANSMITTAL to Tender Shares of Common Stock of SMART & FINAL STORES, INC.

May 14, 2019 EX-99.(A)(1)(A)

Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed with the SEC by Parent and Purchaser on May 14, 2019

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of SMART & FINAL STORES, INC.

May 14, 2019 EX-99.(B)(1)

DEUTSCHE BANK AG NEW

Exhibit (b)(1) EXECUTION VERSION DEUTSCHE BANK AG NEW BANK OF MONTREAL ROYAL BANK OF CANADA YORK BRANCH BMO CAPITAL MARKETS 200 Vesey Street DEUTSCHE BANK CORP.

May 14, 2019 SC TO-T

SFS / Smart & Final Stores, Inc. SC TO-T SC TO-T

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 14, 2019 EX-99.(D)(7)

TENDER AND SUPPORT AGREEMENT

Exhibit (d)(7) TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), is made and entered into as of April 16, 2019, by and among First Street Parent, Inc.

May 14, 2019 EX-99.(D)(4)

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Exhibit (d)(4) April 12, 2019 Citigroup Global Markets Inc. Attention: Douglas Trauber & David Finkelstein 388 Greenwich Street New York, NY 10013 Jefferies LLC Attention: Vinay Prabhu & Bill Cooling 520 Madison Avenue New York, NY 10022 RE: Smart & Final Stores, Inc. Indication of Interest Letter Dear Douglas, David, Vinay, and Bill: Apollo Management IX, L.P. (“Apollo” or “Buyer”) and Smart & Fi

May 3, 2019 10-Q

SFS / Smart & Final Stores, Inc. 10-Q Quarterly Report 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 24, 2019 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 00

May 1, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 1, 2019 SMART & FINAL STORES, INC.

May 1, 2019 EX-99.1

Smart & Final Stores, Inc. Reports First Quarter 2019 Financial Results

Exhibit 99.1 Smart & Final Stores, Inc. Reports First Quarter 2019 Financial Results COMMERCE, Calif. (May 1, 2019) — Smart & Final Stores, Inc. (the “Company”) (NYSE:SFS), the value-oriented food and everyday staples retailer, today reported financial results for the fiscal first quarter ended March 24, 2019. First Quarter Highlights: · Net sales increased 2.8% to $1,044.8 million, with a compara

April 18, 2019 EX-2.1

Agreement and Plan of Merger, dated as of April 16, 2019, by and among First Street Parent, Inc., First Street Merger Sub, Inc. and Smart & Final Stores, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Smart & Final Stores, Inc. with the Securities and Exchange Commission on April 18, 2019)

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among: SMART & FINAL STORES, INC., a Delaware corporation; FIRST STREET PARENT, INC., a Delaware corporation; and FIRST STREET MERGER SUB, INC., a Delaware corporation Dated as of April 16, 2019 Table of Contents Page SECTION 1. THE OFFER 2 1.1. The Offer 2 1.2. Company Actions 5 SECTION 2. MERGER TRANSACTION 7 2.1. Merger of Purchaser int

April 18, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2019 (April 16, 2019) SMART & FINAL STORES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36626 80-0862253 (State or other jurisdiction of incorpo

April 16, 2019 EX-99.(A)

Dave Hirz

Exhibit A Dave Hirz President and Chief Executive Officer April 16, 2019 Dear Valued Partner, We want to communicate an important development regarding Smart & Final Stores, Inc.

April 16, 2019 EX-99.(B)

Dear Fellow Associates:

Exhibit B Dear Fellow Associates: Earlier today, we made a major public announcement.

April 16, 2019 SC14D9C

SFS / Smart & Final Stores, Inc. SC14D9C

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Smart & Final Stores, Inc. (Name of Subject Company) Smart & Final Stores, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 83190B 101 (CUSIP Number

April 16, 2019 EX-99.(C)

Joint press release issued by Smart & Final Stores, Inc. and First Street Parent, Inc., dated April 16, 2019 (incorporated by reference to Exhibit C to the Schedule 14D-9C filed by Smart & Final Stores, Inc. with the SEC on April 16, 2019).

Exhibit C Smart & Final Agrees to be Acquired by Funds Managed by Affiliates of Apollo Global Management · Cash Price of $6.

April 16, 2019 SC TO-C

SFS / Smart & Final Stores, Inc. SC TO-C

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Smart & Final Stores, Inc. (Name of Subject Company (Issuer)) First Street Merger Sub, Inc. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of First Street Parent, Inc. (Name of Filing Persons (Pare

April 16, 2019 EX-99.1

Joint Press Release, dated April 16, 2019.

EX-99.1 Exhibit 99.1 Smart & Final Agrees to be Acquired by Funds Managed by Affiliates of Apollo Global Management ◾ Cash Price of $6.50 per share Represents Total Valuation of $1.12 billion ◾ Majority Shareholder Ares Management Supports Transaction ◾ Apollo Funds Look Forward to Dynamic Long-Term Growth, Continuing Smart & Final History Since 1871 COMMERCE, CA & NEW YORK, NY – April 16, 2019 –

March 29, 2019 DEFA14A

SFS / Smart & Final Stores, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

March 29, 2019 DEF 14A

SFS / Smart & Final Stores, Inc. DEF 14A

Use these links to rapidly review the document TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 15, 2019 EX-21.1

List of subsidiaries.*

EX-21.1 2 a2237977zex-211.htm EX-21.1 Exhibit 21.1 Name of Subsidiary Jurisdiction of Incorporation, Organization or Formation SF CC Intermediate Holdings, Inc. Delaware Smart & Final LLC Delaware Amerifoods Trading Company LLC California Port Stockton Food Distributors LLC California Smart & Final Stores LLC California Cash & Carry Stores LLC Oregon Smart & Final Logistics LLC Delaware Commerce D

March 15, 2019 10-K

SFS / Smart & Final Stores, Inc. 10-K (Annual Report)

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 13, 2019 EX-99.1

Smart & Final Stores, Inc. Reports Fourth Quarter and Full Year 2018 Financial Results

Exhibit 99.1 Smart & Final Stores, Inc. Reports Fourth Quarter and Full Year 2018 Financial Results COMMERCE, Calif. (March 13, 2019) — Smart & Final Stores, Inc. (the “Company”) (NYSE:SFS), the value-oriented food and everyday staples retailer, today reported financial results for the fiscal fourth quarter and full year ended December 30, 2018. Fourth Quarter Highlights: · Net sales increased 3.2

March 13, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 13, 2019 SMART & FINAL STORES, INC.

February 14, 2019 SC 13G/A

SFS / Smart & Final Stores, Inc. / ARES MANAGEMENT LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Smart & Final Stores, Inc. (Name of Issuer) common stock, par value $0.001 per share (Title of Class of Securities) 83190B 101 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

February 14, 2019 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Ares Entities (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common St

January 28, 2019 SC 13G/A

SFS / Smart & Final Stores, Inc. / FRANKLIN RESOURCES INC Passive Investment

smar18a1.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 83190B101 13G Page 1 of 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Smart & Final Stores, Inc. (Name of Issuer) common stock, par value $0.001 per share (Title of Class of Securities) 83190B101 (CUSIP Number) December 31, 2018 (

November 20, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a18-4048518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 19, 2018 SMART & FINAL STORES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36626 80-0862253 (State or other jurisdictio

November 15, 2018 10-Q

SFS / Smart & Final Stores, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 7, 2018 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0

November 14, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 14, 2018 SMART & FINAL STORES, INC.

November 14, 2018 EX-99.1

Smart & Final Stores, Inc. Reports Third Quarter 2018 Financial Results

Exhibit 99.1 Smart & Final Stores, Inc. Reports Third Quarter 2018 Financial Results COMMERCE, Calif. (November 14, 2018) — Smart & Final Stores, Inc. (the “Company”) (NYSE:SFS), the value-oriented food and everyday staples retailer, today reported financial results for the fiscal third quarter ended October 7, 2018. Third Quarter Highlights: · Net sales increased 2.8% to $1,497.7 million with a c

July 26, 2018 10-Q

SFS / Smart & Final Stores, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 17, 2018 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001

July 26, 2018 EX-10.1

Form of Restricted Stock Agreement Pursuant to the Smart & Final Stores, Inc. Amended and Restated 2014 Stock Incentive Plan for David G. Hirz.*

EX-10.1 2 a18-140691ex10d1.htm EX-10.1 Exhibit 10.1 Award Number: 2015-18-0014 SMART & FINAL STORES, INC. Restricted Stock Agreement Pursuant to the Smart & Final Stores, Inc. 2014 Stock Incentive Plan AGREEMENT (this “Agreement”), dated as of May 14, 2018, between Smart & Final Stores, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), a

July 25, 2018 EX-99.1

Smart & Final Stores, Inc. Reports Second Quarter 2018 Financial Results

Exhibit 99.1 Smart & Final Stores, Inc. Reports Second Quarter 2018 Financial Results COMMERCE, Calif. (July 25, 2018) – Smart & Final Stores, Inc. (the “Company”) (NYSE:SFS), the value-oriented food and everyday staples retailer, today reported financial results for the fiscal second quarter ended June 17, 2018. Second Quarter Highlights: · Net sales increased 4.4% to $1,125.5 million with a comp

July 25, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) July 25, 2018 SMART & FINAL STORES, INC.

June 11, 2018 SC 13G/A

SFS / Smart & Final Stores, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Smart & Final Stores, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 83190B101 (CUSIP Number) May 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

May 22, 2018 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 21, 2018 SMART & FINAL STORES, INC.

May 21, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 a18-1380418k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 18, 2018 SMART & FINAL STORES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36626 80-0862253 (State or other jurisdiction of

May 21, 2018 EX-10.1

Form of Smart & Final Stores, Inc. Cash Incentive Award Agreement

Exhibit 10.1 Officer/Employee Form SMART & FINAL STORES, INC. Cash Incentive Award Agreement CASH INCENTIVE AWARD AGREEMENT (this “Agreement”), dated as of May , 2018, between Smart & Final Stores, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Preliminary Statement Subject to the terms and conditions set forth herein, the Company hereby grants to the Participant, on May ,

May 21, 2018 EX-10.2

Smart & Final Stores, Inc. Cash Incentive Award Agreement, dated May 21, 2018, by and between Smart & Final Stores, Inc. and David G. Hirz

Exhibit 10.2 Hirz Form SMART & FINAL STORES, INC. Cash Incentive Award Agreement CASH INCENTIVE AWARD AGREEMENT (this “Agreement”), dated as of May 21, 2018, between Smart & Final Stores, Inc., a Delaware corporation (the “Company”), and David G. Hirz (the “Participant”). Preliminary Statement Subject to the terms and conditions set forth herein, the Company hereby grants to the Participant, on Ma

May 14, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 8, 2018 SMART & FINAL STORES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36626 80-0862253 (State or other jurisdiction of incorporation) (Commission F

May 14, 2018 EX-10.1

Smart & Final Stores, Inc. 2018 Executive Severance Plan, effective August 1, 2018

EX-10.1 2 a18-131561ex10d1.htm EX-10.1 Exhibit 10.1 Smart & Final Stores, Inc. 2018 Executive Severance Plan TABLE OF CONTENTS PAGE Article 1. Establishment, Term and Purpose 2 Article 2. Definitions 2 Article 3. Participation 5 Article 4. Severance Benefits 6 Article 5. Withholding of Taxes; Funding 8 Article 6. Arbitration. 9 Article 7. Restrictions 9 Article 8. Successors and Assignment 10 Arti

May 3, 2018 10-Q

SFS / Smart & Final Stores, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 25, 2018 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 00

May 2, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a18-864138k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 2, 2018 SMART & FINAL STORES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36626 80-0862253 (State or Other Jurisdiction of Incorpor

May 2, 2018 EX-99.1

Smart & Final Stores, Inc. Reports First Quarter 2018 Financial Results

Exhibit 99.1 Smart & Final Stores, Inc. Reports First Quarter 2018 Financial Results COMMERCE, Calif. (May 2, 2018) – Smart & Final Stores, Inc. (the “Company”) (NYSE:SFS), the value-oriented food and everyday staples retailer, today reported financial results for the fiscal first quarter ended March 25, 2018. First Quarter Highlights: · Net sales increased 5.1% to $1,016.2 million with a comparab

March 30, 2018 DEFA14A

SFS / Smart & Final Stores, Inc. DEFA14A

DEFA14A 1 a18-30043defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as

March 30, 2018 DEF 14A

SFS / Smart & Final Stores, Inc. DEF 14A

DEF 14A 1 a2235018zdef14a.htm DEF 14A Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box

March 16, 2018 EX-10.20

Restricted Stock Agreement Pursuant to the Smart & Final Stores, Inc. 2014 Stock Incentive Plan, effective December 8, 2017 (Derek Jones).*#

EX-10.20 4 a2234755zex-1020.htm EX-10.20 Exhibit 10.20 Award Number: 2015-17-0249 SMART & FINAL STORES, INC. Restricted Stock Agreement Pursuant to the Smart & Final Stores, Inc. Amended & Restated 2014 Stock Incentive Plan AGREEMENT (this “Agreement”), dated as of December 8, 2017, between Smart & Final Stores, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affi

March 16, 2018 EX-10.4

Amended and Restated Employment Agreement, dated as of December 12, 2017, by and among Smart & Final Stores, Inc. and David G. Hirz.*#

EX-10.4 2 a2234755zex-104.htm EX-10.4 Exhibit 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made on December 12, 2017 (the “Effective Date”), by and between Smart & Final Stores, Inc., a Delaware corporation (the “Company”), and David G. Hirz (the “Executive”). WHEREAS, the Executive is currently employed by the Company as its Ch

March 16, 2018 10-K

SFS / Smart & Final Stores, Inc. 10-K (Annual Report)

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 16, 2018 EX-21.1

List of subsidiaries.*

Exhibit 21.1 Name of Subsidiary Jurisdiction of Incorporation, Organization or Formation SF CC Intermediate Holdings, Inc. Delaware Smart & Final LLC Delaware Amerifoods Trading Company LLC California Port Stockton Food Distributors LLC California Smart & Final Stores LLC California Cash & Carry Stores LLC Oregon Smart & Final Logistics LLC Delaware Commerce Distribution Company LLC California Sma

March 16, 2018 EX-10.17

Offer letter, dated as of February 23, 2017, by and among Smart & Final Stores, Inc. LLC and Derek Jones.*#

Exhibit 10.17 Jeff D. Whynot 600 Citadel Drive Senior Vice President – Human Resources Commerce, California 90040 (323) 869-7642 Fax 877 804-3392 [email protected] February 23, 2017 Derek Jones 4105 Yarrow Drive, Northeast Grand Rapids, MI 49525 Offer of Employment Dear Derek: I am pleased to offer you the position of President, Cash & Carry. In that capacity you will report directly t

March 16, 2018 EX-10.21

Restricted Stock Agreement Pursuant to the Smart & Final Stores, Inc. 2014 Stock Incentive Plan, effective December 8, 2017 (David G. Hirz).*#

Exhibit 10.21 Award Number: 2015-17-0248 SMART & FINAL STORES, INC. Restricted Stock Agreement Pursuant to the Smart & Final Stores, Inc. Amended & Restated 2014 Stock Incentive Plan AGREEMENT (this “Agreement”), dated as of December 8, 2017, between Smart & Final Stores, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and David G. Hir

March 14, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a18-814818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 14, 2018 SMART & FINAL STORES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36626 80-0862253 (State or Other Jurisdiction of Incor

March 14, 2018 EX-99.1

Smart & Final Stores, Inc. Reports Fourth Quarter and Full Year 2017 Financial Results

Exhibit 99.1 Smart & Final Stores, Inc. Reports Fourth Quarter and Full Year 2017 Financial Results COMMERCE, Calif. (March 14, 2018) – Smart & Final Stores, Inc. (the “Company”) (NYSE:SFS), the value-oriented food and everyday staples retailer, today reported financial results for the fiscal fourth quarter and full year ended December 31, 2017. Fourth Quarter Highlights: · Net sales increase of 6

February 14, 2018 SC 13G/A

SFS / Smart & Final Stores, Inc. / BAMCO INC /NY/ - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 02)* Smart & Final Stores, Inc. (Name of Issuer) common stock, $0.001 par value (Title of Class of Securities) 83190B101 (CUSIP Number) Calendar Year 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

February 9, 2018 SC 13G/A

SFS / Smart & Final Stores, Inc. / ARES MANAGEMENT LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Smart & Final Stores, Inc. (Name of Issuer) common stock, par value $0.001 per share (Title of Class of Securities) 83190B 101 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

February 8, 2018 SC 13G/A

SFS / Smart & Final Stores, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Smart & Final Stores, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 83190B101 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 7, 2018 SC 13G

SFS / Smart & Final Stores, Inc. / FRANKLIN RESOURCES INC Passive Investment

smar17in.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 83190B101 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Smart & Final Stores, Inc. (Name of Issuer) common stock, $0.001 par value (Title of Class of Securities) 83190B101 (CUSIP Number) December 31, 2017 (Date of Eve

December 13, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) December 7, 2017 SMART & FINAL STORES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36626 80-0862253 (State or other jurisdiction of incorporation) (Commiss

November 16, 2017 10-Q

SFS / Smart & Final Stores, Inc. 10-Q (Quarterly Report)

10-Q 1 a17-20612110q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 8, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

November 15, 2017 EX-99.1

Smart & Final Stores, Inc. Reports Third Quarter 2017 Financial Results

Exhibit 99.1 Smart & Final Stores, Inc. Reports Third Quarter 2017 Financial Results COMMERCE, Calif. (November 15, 2017) ? Smart & Final Stores, Inc. (the ?Company?) (NYSE:SFS), the value-oriented food and everyday staples retailer, today reported financial results for the fiscal third quarter ended October 8, 2017. Third Quarter Highlights: ? Net sales increase of 4.5% to $1,457.4 million ? Comp

November 15, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 15, 2017 SMART & FINAL STORES, INC.

July 28, 2017 S-8

Smart & Final Stores S-8

S-8 1 a17-182571s8.htm S-8 As filed with the Securities and Exchange Commission on July 27, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 SMART & FINAL STORES, INC. (Exact name of registrant as specified in its charter) Delaware 80-0862253 (State or other jurisdiction of (I.R.S. Em

July 26, 2017 10-Q

SFS / Smart & Final Stores, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 18, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001

July 25, 2017 EX-99.1

Smart & Final Stores, Inc. Reports Second Quarter 2017 Financial Results

EX-99.1 2 a17-182781ex99d1.htm EX-99.1 Exhibit 99.1 Smart & Final Stores, Inc. Reports Second Quarter 2017 Financial Results COMMERCE, Calif. (July 25, 2017) – Smart & Final Stores, Inc. (the “Company”) (NYSE:SFS), the value-oriented food and everyday staples retailer, today reported financial results for the fiscal second quarter ended June 18, 2017. Second Quarter Highlights: · Net sales increas

July 25, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a17-1827818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) July 25, 2017 SMART & FINAL STORES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36626 80-0862253 (State or Other Jurisdiction of Incor

May 26, 2017 EX-10.1

Restricted Stock Agreement Pursuant to the Smart & Final Stores, Inc. 2014 Stock Incentive Plan, effective May 25, 2017 (David G. Hirz).(11)#

Exhibit 10.1 Award Number: [?] SMART & FINAL STORES, INC. Restricted Stock Agreement Pursuant to the Smart & Final Stores, Inc. Amended & Restated 2014 Stock Incentive Plan AGREEMENT (this ?Agreement?), dated as of May 25, 2017, between Smart & Final Stores, Inc., a Delaware corporation (the ?Company? and, collectively with its controlled Affiliates, the ?Employer?), and David G. Hirz (the ?Partic

May 26, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 a17-1428918k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 25, 2017 SMART & FINAL STORES, INC. (Exact name of registrant as specified in its charter) Delaware 001-36626 80-0862253 (State or other jurisdiction of

May 24, 2017 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 a17-1410918k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 23, 2017 SMART & FINAL STORES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36626 80-0862253 (State or Other Jurisdiction of Incorp

May 3, 2017 10-Q

Smart & Final Stores 10-Q (Quarterly Report)

10-Q 1 a17-8867110q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 26, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

May 3, 2017 EX-99.1

Smart & Final Stores, Inc. Reports First Quarter 2017 Financial Results

EXHIBIT 99.1 Smart & Final Stores, Inc. Reports First Quarter 2017 Financial Results COMMERCE, Calif. (May 3, 2017) ? Smart & Final Stores, Inc. (the ?Company?) (NYSE:SFS), the value-oriented food and everyday staples retailer, today reported financial results for the fiscal first quarter ended March 26, 2017. First Quarter Highlights: ? Net sales increase of 6.4% to $967.0 million ? Comparable st

May 3, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 3, 2017 SMART & FINAL STORES, INC.

April 11, 2017 EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING PURPOSES

Exhibit 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING PURPOSES Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Richard N.

April 10, 2017 SC 13G/A

SFS / Smart & Final Stores, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Smart & Final Stores, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 83190B101 (CUSIP Number) March 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

March 31, 2017 DEFA14A

Smart & Final Stores DEFA14A

DEFA14A 1 a17-24174defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as

March 31, 2017 DEF 14A

Smart & Final Stores DEF 14A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 17, 2017 EX-10.20

Executive Severance Plan, effective July 30, 2009, by and among Smart & Final Stores, Inc. and the Eligible Employees.(10)#

Exhibit 10.20 Smart & Final Inc. 2009 Executive Severance Plan TABLE OF CONTENTS PAGE Article 1 1 Article 2 2 Article 3 3 Article 4 4 Article 5 5 Article 6 5 Article 7 6 Article 8 6 Article 9 7 Article 10 7 Article 11 9 Article 12 9 Exhibit A — Eligible Participants A-1 Exhibit B — Separation Agreement and Full Release of All Claims B-1 i Smart & Final Inc. 2009 Executive Severance Plan Introducti

March 17, 2017 EX-10.19

TEAMWORK

Exhibit 10.19 Date: January 8, 2017 To: MartyTrtek cc: Dave Hirz, President & CEO Lee Smith, SVP, General Counsel From: Jeff Whynot Subject Cash & Carry Advisor Position Marty, I am pleased to confirm our offer to continue your employment as an advisor to Cash & Carry (as defined below) following the end of your assignment as President, Cash & Carry. Subject to earlier termination as set forth bel

March 17, 2017 EX-21.1

Jurisdiction of Incorporation, Organization or Formation

EX-21.1 4 a2231069zex-211.htm EX-21.1 Exhibit 21.1 Name of Subsidiary Jurisdiction of Incorporation, Organization or Formation SF CC Intermediate Holdings, Inc. Delaware Smart & Final LLC Delaware Amerifoods Trading Company LLC California Port Stockton Food Distributors LLC California Smart & Final Stores LLC California Cash & Carry Stores LLC Oregon Smart & Final Logistics LLC Delaware Commerce D

March 16, 2017 10-K

Smart & Final Stores 10-K (Annual Report)

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 8, 2017 EX-99.1

Smart & Final Stores, Inc. Reports Fourth Quarter and Full Year 2016 Financial Results

Exhibit 99.1 Smart & Final Stores, Inc. Reports Fourth Quarter and Full Year 2016 Financial Results COMMERCE, Calif. (March 8, 2017) ? Smart & Final Stores, Inc. (the ?Company?) (NYSE:SFS), the value-oriented food and everyday staples retailer, today reported financial results for the fiscal fourth quarter and full year ended January 1, 2017. Full Year Highlights: ? Net sales increase of 9.3% to $

March 8, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 3, 2017 SMART & FINAL STORES, INC.

February 14, 2017 SC 13G/A

SFS / Smart & Final Stores, Inc. / BAMCO INC /NY/ - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* Smart & Final Stores, Inc. (Name of Issuer) common stock, $0.001 par value (Title of Class of Securities) 83190B101 (CUSIP Number) Calendar Year 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate

February 14, 2017 SC 13G/A

SFS / Smart & Final Stores, Inc. / GLENHILL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* SMART & FINAL STORES, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 83190B101 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

February 9, 2017 SC 13G

SFS / Smart & Final Stores, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Smart & Final Stores, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 83190B101 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

January 10, 2017 EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING PURPOSES

Exhibit 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING PURPOSES Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Richard N.

January 9, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) January 5, 2017 SMART & FINAL STORES, INC.

January 9, 2017 EX-99.1

Smart & Final Stores, Inc. Elects New Director

Exhibit 99.1 Smart & Final Stores, Inc. Elects New Director COMMERCE, Calif. (January 9, 2017) — Smart & Final Stores, Inc. (the “Company”) (NYSE:SFS), today announced the election of Elaine Rubin to its board of directors (the “Board”), effective January 5, 2017. Dave Hirz, President and Chief Executive Officer, commented, “With 145 years of history at Smart & Final, it’s as important as ever to

November 17, 2016 10-Q

Smart & Final Stores 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 9, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0

November 17, 2016 EX-10.1

Amendment No. 4 to Credit Agreement, dated as of September 21, 2016, by and among SF CC Intermediate Holdings, Inc., Smart & Final Stores LLC, the subsidiaries of the Borrower listed on the signature page thereto, Morgan Stanley Senior Funding, Inc., as administrative agent for the lenders under the Credit Agreement, and the Consenting Lenders.(6)

Exhibit 10.1 EXECUTION COPY AMENDMENT NO. 4 TO CREDIT AGREEMENT This AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of September 21, 2016 (this “Amendment”), is entered into by and among SF CC Intermediate Holdings, Inc., a Delaware corporation (“Parent”), Smart & Final Stores LLC, a California limited liability company (the “Borrower”), the subsidiaries of the Borrower listed on the signature page

November 16, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a16-2166118k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 16, 2016 SMART & FINAL STORES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36626 80-0862253 (State or Other Jurisdiction of I

November 16, 2016 EX-99.1

Smart & Final Stores, Inc. Reports Third Quarter 2016 Financial Results

Exhibit 99.1 Smart & Final Stores, Inc. Reports Third Quarter 2016 Financial Results COMMERCE, Calif. (November 16, 2016) ?Smart & Final Stores, Inc. (the ?Company?) (NYSE:SFS), the value-oriented food and everyday staples retailer, today reported financial results for the third fiscal quarter ended October 9, 2016. Third Quarter Highlights: ? Net sales increase of 11.9% to $1,394.4 million ? Comp

September 26, 2016 8-K

Entry into a Material Definitive Agreement

8-K 1 a16-1872818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) September 21, 2016 SMART & FINAL STORES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36626 80-0862253 (State or Other Jurisdiction of

September 15, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a16-1764328k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 14, 2016 SMART & FINAL STORES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36626 80-0862253 (State or Other Jurisdiction of

September 12, 2016 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) September 9, 2016 SMART & FINAL STORES, INC.

September 12, 2016 EX-99.1

Joint Filing Agreement

EX-99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them (and their affiliates) of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Smart & Final Stores, Inc. and that this agreement be includ

September 12, 2016 SC 13G

Smart & Final Stores SCHEDULE 13G (Passive Acquisition of More Than 5% of Shares)

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SMART & FINAL STORES, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 83190B101 (CUSIP Number) August 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

July 29, 2016 10-Q

Smart & Final Stores 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 19, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001

July 29, 2016 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made on July 20, 2016 (the “Effective Date”), by and between Smart & Final Stores, Inc., a Delaware corporation (the “Company”), and David G. Hirz (the “Executive”). WHEREAS, the Executive is currently employed by the Company as its Chief Executive Officer and President pursuant to an employment a

July 29, 2016 EX-10.2

Third Amendment to Non-Qualified Stock Option Agreement Pursuant to the SF CC Holdings, Inc. 2012 Stock Incentive Plan effective July 20, 2016 (David G. Hirz).(4)#

EX-10.2 3 a16-115631ex10d2.htm EX-10.2 Exhibit 10.2 Third Amendment to Award Numbers: 13-023 and 13-024 SMART & FINAL STORES, INC. THIRD AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE SF CC HOLDINGS, INC. 2012 STOCK INCENTIVE PLAN Preliminary Statement The terms of the Non-Qualified Stock Option Agreement (designated as Award Number 13-023), dated as of February 1, 2013, amended

July 29, 2016 EX-10.3

Amendment to Non-Qualified Stock Option Agreement Pursuant to the Smart & Final Stores, Inc. 2014 Stock Incentive Plan, effective July 20, 2016 (David G. Hirz).(4)#

EX-10.3 4 a16-115631ex10d3.htm EX-10.3 Exhibit 10.3 Amendment to Award Number: 2014-14-0422 SMART & FINAL STORES, INC. AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE SMART & FINAL STORES, INC. 2014 STOCK INCENTIVE PLAN Preliminary Statement The terms of the Non-Qualified Stock Option Agreement (designated as Award Number 2014-14-0422), dated as of September 23, 2014, evidencing

July 29, 2016 EX-10.5

Amendment to Restricted Stock Agreement Pursuant to the Smart & Final Stores, Inc. 2014 Stock Incentive Plan, effective July 20, 2016 (David G. Hirz).(4)#

Exhibit 10.5 Amendment to Award Number: 2015-16-0082 SMART & FINAL STORES, INC. AMENDMENT TO RESTRICTED STOCK AGREEMENT PURSUANT TO THE SMART & FINAL STORES, INC. 2014 STOCK INCENTIVE PLAN Preliminary Statement The terms of the Restricted Stock Agreement (designated as Award Number 2015-16-0082), dated as of May 6, 2016, evidencing an award (the “Award”) granted to David G. Hirz (“Participant”) of

July 29, 2016 EX-10.4

Amendment to Non-Qualified Stock Option Agreement Pursuant to the Smart & Final Stores, Inc. 2014 Stock Incentive Plan, effective July 20, 2016 (David G. Hirz).(4)#

EX-10.4 5 a16-115631ex10d4.htm EX-10.4 Exhibit 10.4 Amendment to Award Number: 2015-16-0121 SMART & FINAL STORES, INC. AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE SMART & FINAL STORES, INC. 2014 STOCK INCENTIVE PLAN Preliminary Statement The terms of the Non-Qualified Stock Option Agreement (designated as Award Number 2015-16-0121), dated as of May 6, 2016, evidencing an opti

July 29, 2016 EX-10.6

Amendment No. 2 to the Credit Agreement, dated as of July 19, 2016, among SF CC Intermediate Holdings, Inc., Smart & Final LLC, Smart & Final Stores LLC, the Co-Borrowers party thereto, the Lenders party thereto and Bank of America, N.A., as administrative agent, collateral agent, Swingline Lender, and as issuing bank.(4)

Exhibit 10.6 EXECUTION COPY AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of July 19, 2016 (this “Amendment”), is entered into by and among SF CC Intermediate Holdings, Inc., a Delaware corporation (“Parent”), Smart & Final LLC, a Delaware limited liability company (“Borrower Holdco”), Smart & Final Stores LLC, a California limited liability company (the “B

July 28, 2016 EX-99.1

Smart & Final Stores, Inc. Reports Second Quarter 2016 Financial Results

Exhibit 99.1 Smart & Final Stores, Inc. Reports Second Quarter 2016 Financial Results COMMERCE, Calif. (July 28, 2016) —Smart & Final Stores, Inc. (the “Company”) (NYSE:SFS), the value-oriented food and everyday staples retailer, today reported financial results for the second fiscal quarter ended June 19, 2016. Second Quarter Highlights: · Net sales increase of 14.7% to $1,038.3 million · Complet

July 28, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) July 28, 2016 SMART & FINAL STORES, INC.

July 22, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) July 19, 2016 SMART & FINAL STORES, INC.

July 14, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 12, 2016 SMART & FINAL STORES, INC.

May 19, 2016 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 a16-1122818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 19, 2016 SMART & FINAL STORES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36626 80-0862253 (State or Other Jurisdiction of Incorp

May 4, 2016 10-Q

SFS / Smart & Final Stores, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 27, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 00

May 4, 2016 EX-10.1

SMART & FINAL STORES, INC. AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENTS Preliminary Statement

Exhibit 10.1 SMART & FINAL STORES, INC. AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENTS Preliminary Statement The terms of the Non-Qualified Stock Option Agreement (designated as Award Number 13-069), dated as of February 1, 2013, evidencing an option (the “Option”) granted to Martin J. Trtek (“Participant”) to purchase 109,250 shares of Common Stock of Smart & Final Stores, Inc. (the “Company”

May 3, 2016 EX-99.1

Smart & Final Stores, Inc. Reports First Quarter 2016 Financial Results

Exhibit 99.1 Smart & Final Stores, Inc. Reports First Quarter 2016 Financial Results COMMERCE, Calif. (May 3, 2016) ?Smart & Final Stores, Inc. (the ?Company?) (NYSE:SFS), the value-oriented food and everyday staples retailer, today reported financial results for the twelve-week period ended March 27, 2016. First Quarter Highlights: ? Net sales increased 10.5% to $908.5 million ? Comparable store

May 3, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 3, 2016 SMART & FINAL STORES, INC.

April 25, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 20, 2016 SMART & FINAL STORES, INC.

April 22, 2016 CORRESP

Smart & Final Stores ESP

April 22, 2016 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

April 15, 2016 DEFR14A

Smart & Final Stores DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi

April 14, 2016 EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING PURPOSES

Exhibit 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING PURPOSES Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Richard N.

March 25, 2016 DEFA14A

Smart & Final Stores DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

March 25, 2016 DEF 14A

Smart & Final Stores DEF 14A

DEF 14A 1 a2227963zdef14a.htm DEF 14A Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box

March 15, 2016 10-K

SFS / Smart & Final Stores, Inc. 10-K - Annual Report - 10-K

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 15, 2016 EX-21.1

Jurisdiction of Incorporation, Organization or Formation

Exhibit 21.1 Name of Subsidiary Jurisdiction of Incorporation, Organization or Formation SF CC Intermediate Holdings, Inc. Delaware Smart & Final LLC Delaware Amerifoods Trading Company LLC California Port Stockton Food Distributors LLC California Smart & Final Stores LLC California Cash & Carry Stores LLC Oregon Smart & Final Logistics LLC Delaware Commerce Distribution Company LLC California Sma

March 9, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a16-605118k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 9, 2016 SMART & FINAL STORES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36626 80-0862253 (State or Other Jurisdiction of Incorp

March 9, 2016 EX-99.1

Smart & Final Stores, Inc. Reports Fourth Quarter and Full Year 2015 Financial Results

EX-99.1 2 a16-60511ex99d1.htm EX-99.1 Exhibit 99.1 Smart & Final Stores, Inc. Reports Fourth Quarter and Full Year 2015 Financial Results COMMERCE, Calif. (March 9, 2016) –Smart & Final Stores, Inc. (the “Company”) (NYSE:SFS), the value-oriented food and everyday staples retailer, today reported financial results for the thirteen week and fifty-three week periods ended January 3, 2016. Full Year H

February 16, 2016 SC 13G

SFS / Smart & Final Stores, Inc. / BAMCO INC /NY/ - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Smart & Final Stores, Inc. (Name of Issuer) common stock, $0.001 par value (Title of Class of Securities) 83190B101 (CUSIP Number) Calendar Year 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

February 9, 2016 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Ares Entities (as such terms are defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common

February 9, 2016 SC 13G/A

SFS / Smart & Final Stores, Inc. / ARES MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A 1 a16-37081sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Smart & Final Stores, Inc. (Name of Issuer) common stock, par value $0.001 per share (Title of Class of Securities) 83190B 101 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement

January 27, 2016 EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING PURPOSES

Exhibit 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING PURPOSES Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Richard N.

December 14, 2015 8-K

Other Events

8-K 1 a15-2493118k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) December 11, 2015 SMART & FINAL STORES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36626 80-0862253 (State or Other Jurisdiction of I

November 12, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 4, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0

November 12, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 a15-2281118k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 11, 2015 SMART & FINAL STORES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36626 80-0862253 (State or Other Jurisdiction of I

November 12, 2015 EX-99.1

Smart & Final Stores, Inc. Reports Third Quarter 2015 Financial Results

Exhibit 99.1 Smart & Final Stores, Inc. Reports Third Quarter 2015 Financial Results COMMERCE, Calif. (November 11, 2015) ?Smart & Final Stores, Inc. (the ?Company?) (NYSE:SFS) today reported financial results for the sixteen week fiscal third quarter ended October 4, 2015. Third Quarter Highlights: ? Net sales increased 10.1% to $1,246.1 million ? Comparable store sales growth of 4.8% ? Net incom

October 5, 2015 EX-99.2

Smart & Final Stores, Inc. Enters Into Asset Purchase Agreement with Haggen

EX-99.2 3 a15-207311ex99d2.htm EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE: Smart & Final Stores, Inc. Enters Into Asset Purchase Agreement with Haggen COMMERCE, Calif. (October 5, 2015) — Smart & Final Stores, Inc. (the “Company”) (NYSE:SFS) today announced that its subsidiary, Smart & Final Stores LLC, has entered into an agreement to acquire 28 store leases and related assets from affiliates of

October 5, 2015 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 2, 2015 SMART & FINAL STORES, INC.

October 5, 2015 EX-99.1

ASSET PURCHASE AGREEMENT BY AND AMONG HAGGEN OPERATIONS HOLDINGS, LLC, HAGGEN OPCO SOUTH, LLC SMART & FINAL STORES LLC October 2, 2015

EX-99.1 2 a15-207311ex99d1.htm EX-99.1 Exhibit 99.1 ASSET PURCHASE AGREEMENT BY AND AMONG HAGGEN OPERATIONS HOLDINGS, LLC, HAGGEN OPCO SOUTH, LLC AND SMART & FINAL STORES LLC October 2, 2015 TABLE OF CONTENTS Page ARTICLE 1 ASSET PURCHASE; PURCHASE PRICE 1 Section 1.1 Purchase and Sale of Assets 1 Section 1.2 Purchase Price; Deposit 5 Section 1.3 Closing 6 Section 1.4 Closing Actions and Deliverie

September 22, 2015 EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING PURPOSES

EXHIBIT 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING PURPOSES Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Richard N.

September 22, 2015 EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING PURPOSES

EXHIBIT 24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING PURPOSES Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Richard N.

September 18, 2015 EX-99.1

Smart & Final Stores, Inc. Elects Two New Directors

Exhibit 99.1 Smart & Final Stores, Inc. Elects Two New Directors COMMERCE, Calif. (September 18, 2015) ? Smart & Final Stores, Inc. (the ?Company?) (NYSE:SFS) today announced the elections of Paul N. Hopkins and Kenneth I. Tuchman to its board of directors (the ?Board?), effective today. Dave Hirz, President and Chief Executive Officer, commented, ?I?m pleased that Paul and Ken are joining our boa

September 18, 2015 8-K

Smart & Final Stores 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 17, 2015 SMART & FINAL STORES, INC.

September 2, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 1, 2015 SMART & FINAL STORES, INC.

July 23, 2015 EX-10.1

Amendment No.3 to Credit Agreement, dated as of May 12, 2015, by and among SF CC Intermediate Holdings, Inc., Smart & Final Stores LLC, the subsidiaries of the Borrower listed on the signature pages thereto, Morgan Stanley Senior Funding, Inc., as administrative agent for the lenders under the Credit Agreement, as collateral agent for the lenders under the Credit Agreement and as joint lead arranger and joint book-runner. Deutsche Bank Securities Inc., as co-documentation agent, syndication agent, joint lead arranger and joint book-runner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arranger and joint book-runner, Credit Suisse Securities (USA) LLC, as joint lead arranger and joint book-runner, Credit Suisse AG, as co-documentation agent, the Consenting Lenders, and the banks and other financial institutions that are parties thereto as Additional Lenders.(5)

EX-10.1 2 a15-121621ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION COPY AMENDMENT NO. 3 TO CREDIT AGREEMENT This AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of May 12, 2015 (this “Amendment”), is entered into by and among SF CC Intermediate Holdings, Inc., a Delaware corporation (“Parent”), Smart & Final Stores LLC, a California limited liability company (the “Borrower”), the subsidiaries of the Borr

July 23, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 14, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001

July 22, 2015 EX-99.1

Smart & Final Stores, Inc. Reports Second Quarter 2015 Financial Results

EX-99.1 2 a15-160471ex99d1.htm EX-99.1 Exhibit 99.1 Smart & Final Stores, Inc. Reports Second Quarter 2015 Financial Results COMMERCE, Calif. (July 22, 2015) –Smart & Final Stores, Inc. (the “Company”) (NYSE:SFS) today reported financial results for the fiscal second quarter ended June 14, 2015. Second Quarter Highlights: · Net sales increased 9.3% to $905.1 million · Comparable store sales growth

July 22, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a15-1604718k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) July 22, 2015 SMART & FINAL STORES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36626 80-0862253 (State or Other Jurisdiction of Incor

May 14, 2015 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 a15-1151818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 14, 2015 SMART & FINAL STORES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36626 80-0862253 (State or Other Jurisdiction of Incorp

May 14, 2015 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 12, 2015 SMART & FINAL STORES, INC.

April 29, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 22, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 00

April 28, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 28, 2015 SMART & FINAL STORES, INC.

April 28, 2015 EX-99.1

Smart & Final Stores, Inc. Reports First Quarter 2015 Financial Results

EX-99.1 2 a15-100941ex99d1.htm EX-99.1 Exhibit 99.1 Smart & Final Stores, Inc. Reports First Quarter 2015 Financial Results COMMERCE, Calif. (April 28, 2015) –Smart & Final Stores, Inc. (the “Company”) (NYSE:SFS) today reported financial results for the fiscal first quarter ended March 22, 2015. First Quarter Highlights: · Net sales increased 11.9% to $822.2 million · Comparable store sales growth

April 16, 2015 EX-1.1

10,000,000 Shares SMART & FINAL STORES, INC. Common Stock UNDERWRITING AGREEMENT

EX-1.1 2 a15-79997ex1d1.htm EX-1.1 Exhibit 1.1 10,000,000 Shares SMART & FINAL STORES, INC. Common Stock UNDERWRITING AGREEMENT April 14, 2015 CREDIT SUISSE SECURITIES (USA) LLC MORGAN STANLEY & CO. LLC As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629 Dear Sirs: 1. Introductory. The selling stockholders listed

April 16, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a15-799978k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 14, 2015 SMART & FINAL STORES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36626 80-0862253 (State or Other Jurisdiction of Incor

April 15, 2015 424B1

10,000,000 Shares Smart & Final Stores, Inc. Common Stock

424B1 1 a2224286z424b1.htm 424B1 Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Filed pursuant to Rule 424(b)(1) Registration No. 333-203088 10,000,000 Shares Smart & Final Stores, Inc. Common Stock The selling stockholders named in this prospectus, all of whom are our affiliates, are offering 10,000,000 shares of our c

April 13, 2015 S-1/A

As filed with the Securities and Exchange Commission on April 13, 2015

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on April 13, 2015 Registration No.

April 13, 2015 EX-1.1

Shares SMART & FINAL STORES, INC. Common Stock UNDERWRITING AGREEMENT

Exhibit 1.1 Shares SMART & FINAL STORES, INC. Common Stock UNDERWRITING AGREEMENT , 2015 CREDIT SUISSE SECURITIES (USA) LLC MORGAN STANLEY & CO. LLC As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629 Dear Sirs: 1. Introductory. The selling stockholders listed on Schedule A hereto (the ?Selling Stockholders?) agre

April 13, 2015 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 13, 2015 SMART & FINAL STORES, INC.

March 30, 2015 S-1

As filed with the Securities and Exchange Commission on March 30, 2015

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on March 30, 2015 Registration No.

March 26, 2015 DEFA14A

Smart & Final Stores DEFA14A

DEFA14A 1 a15-72593defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as

March 26, 2015 8-K

Smart & Final Stores 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 23, 2015 SMART & FINAL STORES, INC.

March 26, 2015 DEF 14A

Smart & Final Stores DEF 14A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 25, 2015 EX-10.14

Registration Rights Agreement, dated as of September 29, 2014, by and among Smart & Final Stores, Inc., Ares Corporate Opportunities Fund III, L.P., Ares Corporate Opportunities Fund IV, L.P. and the other stockholders party thereto.(7)

EX-10.14 5 a2223829zex-1014.htm EX-10.14 EXHIBIT 10.14 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated September 29, 2014, by and among Smart & Final Stores, Inc., a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund III, L.P., a Delaware limited partnership (“ACOF III”), Ares Corporate Opportunities Fund IV, L.P., a Delaware limited

March 25, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 25, 2015 EX-10.13.1

Non-Qualified Stock Option Agreement Pursuant to the Smart & Final Stores, Inc. 2014 Stock Incentive Plan, dated as of September 23, 2014, by and between Smart & Final Stores, Inc. and David G. Hirz.(7)#

EX-10.13.1 3 a2223829zex-10131.htm EX-10.13.1 EXHIBIT 10.13.1 SMART & FINAL STORES, INC. Non-Qualified Stock Option Agreement Pursuant to the Smart & Final Stores, Inc. 2014 Stock Incentive Plan AGREEMENT (this “Agreement”), dated as of September 23, 2014 between Smart & Final Stores, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and

March 25, 2015 EX-10.17

MANDATORY ARBITRATION AGREEMENT

EX-10.17 7 a2223829zex-1017.htm EX-10.17 EXHIBIT 10.17 Jeff D. Whynot 600 Citadel Drive Senior Vice President – Human Resources Commerce, California 90040 (323) 869-7642 Fax (877) 804-3392 [email protected] January 25, 2014 Eleanor Hong Re: Offer of Employment Dear Eleanor: I am pleased to offer you the Senior Vice President position of Chief Marketing Officer for Smart & Final Stores

March 25, 2015 EX-21.1

Jurisdiction of Incorporation, Organization or Formation

EX-21.1 8 a2223829zex-211.htm EX-21.1 Exhibit 21.1 Name of Subsidiary Jurisdiction of Incorporation, Organization or Formation SF CC Intermediate Holdings, Inc. Delaware Smart & Final LLC Delaware Amerifoods Trading Company LLC California Port Stockton Food Distributors LLC California Smart & Final Stores LLC California Cash & Carry Stores LLC Oregon Smart & Final Logistics LLC Delaware Commerce D

March 25, 2015 EX-10.4

EMPLOYMENT AGREEMENT

EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?) is made on September 23, 2014 (the ?Effective Date?), by and among Smart & Final Stores, Inc., a Delaware corporation (the ?Company?), and David G. Hirz (the ?Executive?). WHEREAS, the Executive is currently employed by the Company as its Chief Executive Officer and President pursuant to an employmen

March 25, 2015 EX-10.13.2

Non-Qualified Stock Option Agreement Pursuant to the Smart & Final Stores, Inc. 2014 Stock Incentive Plan, effective September 23, 2014, by and between Smart & Final Stores, Inc. and Richard N. Phegley.(7)#

EX-10.13.2 4 a2223829zex-10132.htm EX-10.13.2 EXHIBIT 10.13.2 SMART & FINAL STORES, INC. Non-Qualified Stock Option Agreement Pursuant to the Smart & Final Stores, Inc. 2014 Stock Incentive Plan AGREEMENT (this “Agreement”), dated as of September 23, 2014 between Smart & Final Stores, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and

March 25, 2015 EX-10.16

SMART & FINAL STORES, INC. Restricted Stock Agreement Pursuant to the Smart & Final Stores, Inc. 2014 Stock Incentive Plan

EXHIBIT 10.16 SMART & FINAL STORES, INC. Restricted Stock Agreement Pursuant to the Smart & Final Stores, Inc. 2014 Stock Incentive Plan AGREEMENT (this ?Agreement?), dated as of September 23, 2014 between Smart & Final Stores, Inc., a Delaware corporation (the ?Company? and, collectively with its controlled Affiliates, the ?Employer?), and Richard N. Phegley (the ?Participant?). Preliminary State

March 18, 2015 EX-99.1

Smart & Final Stores, Inc. Reports Fourth Quarter and Full Year 2014 Financial Results

Exhibit 99.1 Smart & Final Stores, Inc. Reports Fourth Quarter and Full Year 2014 Financial Results COMMERCE, Calif. (March 18, 2015) ?Smart & Final Stores, Inc. (the ?Company?) (NYSE:SFS) today reported financial results for the fourth quarter and fiscal year ended December 28, 2014. Fourth Quarter Highlights: ? Net sales increased 13.0% to $839.3 million ? Comparable store sales growth of 7.8% ?

March 18, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 18, 2015 SMART & FINAL STORES, INC.

February 13, 2015 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 a15-41313ex99d1.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Ares Entities (as such terms are defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendment

February 13, 2015 SC 13G

SFS / Smart & Final Stores, Inc. / ARES MANAGEMENT LLC - SC 13G Passive Investment

SC 13G 1 a15-41313sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Smart & Final Stores, Inc. (Name of Issuer) common stock, par value $0.001 per share (Title of Class of Securities) 83190B 101 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Chec

November 17, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 5, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 0

November 12, 2014 EX-99.1

Operating Stores at Period End

Exhibit 99.1 Smart & Final Stores, Inc. Reports Third Quarter 2014 Results Third Quarter Highlights: · Net sales increased 10.8% to $1.13 billion · Comparable store sales growth of 6.6% · Net income increased 1.9% to $10.2 million · Adjusted net income increased 24.9% to $14.9 million, or $0.24 per diluted share · Operated 252 stores at quarter-end, including 90 Smart & Final Extra! stores COMMERC

November 12, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 12, 2014 SMART & FINAL STORES, INC.

November 3, 2014 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2014 Smart & Final Stores, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36626 80-0862253 (State or other jurisdiction of incorporation) (Commis

September 25, 2014 424B4

13,450,000 Shares Smart & Final Stores, Inc. Common Stock

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Filed pursuant to Rule 424(b)(4) Registration No.

September 25, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2014 Smart & Final Stores, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36626 (Commission File

September 25, 2014 EX-1.1

13,450,000 Shares SMART & FINAL STORES, INC. Common Stock UNDERWRITING AGREEMENT

EX-1.1 2 a14-154249ex1d1.htm EX-1.1 Exhibit 1.1 13,450,000 Shares SMART & FINAL STORES, INC. Common Stock UNDERWRITING AGREEMENT September 23, 2014 CREDIT SUISSE SECURITIES (USA) LLC MORGAN STANLEY & CO. LLC As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629 Dear Sirs: 1. Introductory. Smart & Final Stores, Inc.,

September 23, 2014 S-8

SFS / Smart & Final Stores, Inc. S-8 - - S-8

As filed with the Securities and Exchange Commission on September 23, 2014 Registration No.

September 22, 2014 S-1/A

SFS / Smart & Final Stores, Inc. S-1/A - - S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on September 19, 2014 Registration No.

September 22, 2014 EX-10.11

Smart & Final Stores, Inc. 2014 Stock Incentive Plan.(1)

EX-10.11 5 a2221499zex-1011.htm EX-10.11 EXHIBIT 10.11 SMART & FINAL STORES, INC. 2014 STOCK INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Smart & Final Stores, Inc. 2014 Stock Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Employees, Consultants and Non-Employee Directors incentive awards

September 22, 2014 EX-3.1

Second Amended and Restated Certificate of Incorporation of Smart & Final Stores, Inc. (1)

EXHIBIT 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SMART & FINAL STORES, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Smart & Final Stores, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certi

September 22, 2014 EX-3.2

Second Amended and Restated Bylaws of Smart & Final Stores, Inc. (1)

EXHIBIT 3.2 SECOND AMENDED AND RESTATED BYLAWS OF SMART & FINAL STORES, INC. TABLE OF CONTENTS ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 2 1.10 Nomination of Directors 3 1.11 Notice of Business at Annual Meetings 5 1.12 Conduct

September 19, 2014 CORRESP

SFS / Smart & Final Stores, Inc. CORRESP - -

VIA EDGAR September 19, 2014 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549-3561 Re: Smart & Final Stores, Inc. Registration Statement on Form S-1 (File No. 333-196931); and Registration Statement on Form 8-A (File No. 001-36626) Acceleration Request Requested Date: September 23, 2014 Requested Time: 4:00 p.m. Eastern Daylight Tim

September 19, 2014 CORRESP

SFS / Smart & Final Stores, Inc. CORRESP - -

September 19, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Smart & Final Stores, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-196931) Ladies and Gentlemen: As a representative of the several underwriters of the Company’s proposed public offering of up to 13,450,000 shares of common stock, we hereby join the Company’s request that th

September 16, 2014 8-A12B

SFS / Smart & Final Stores, Inc. 8-A12B - - 8-A12B

8-A12B 1 a14-1542468a12b.htm 8-A12B As filed with the Securities and Exchange Commission on September 16, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Smart & Final Stores, Inc. (Exact name of registrant as specified in its charter) Dela

September 11, 2014 S-1/A

SFS / Smart & Final Stores, Inc. S-1/A - - S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on September 11, 2014 Registration No.

September 11, 2014 EX-10.4

FORM OF EMPLOYMENT AGREEMENT

EXHIBIT 10.4 FORM OF EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made on , 2014 (the “Effective Date”), by and among Smart & Final Stores, Inc., a Delaware corporation (the “Company”), and David G. Hirz (the “Executive”). WHEREAS, the Executive is currently employed by the Company as its Chief Executive Officer and President pursuant to an employment ag

September 11, 2014 EX-1.1

Shares SMART & FINAL STORES, INC. Common Stock UNDERWRITING AGREEMENT

EXHIBIT 1.1 Shares SMART & FINAL STORES, INC. Common Stock UNDERWRITING AGREEMENT , 2014 CREDIT SUISSE SECURITIES (USA) LLC MORGAN STANLEY & CO. LLC As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629 Dear Sirs: 1. Introductory. Smart & Final Stores, Inc., a Delaware corporation (the “Company”), agrees with Credit

September 11, 2014 EX-4.1

Specimen Common Stock Certificate.(2)

EX-4.1 3 a2221382zex-41.htm EX-4.1 Exhibit 4.1 COMMON INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS CUSIP TO COME THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE COMMON SHARES, $0.001 PAR VALUE, OF SMART & FINAL STORES, INC. transferable on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of

September 8, 2014 S-1/A

SFS / Smart & Final Stores, Inc. S-1/A - - S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS As filed with the Securities and Exchange Commission on September 8, 2014 Registration No.

September 8, 2014 EX-10.15

Form of Restricted Stock Agreement pursuant to the Smart & Final Stores, Inc. 2014 Stock Incentive Plan.(8)

EX-10.15 8 a2221270zex-1015.htm EX-10.15 EXHIBIT 10.15 Award Number: SMART & FINAL STORES, INC. Form of Restricted Stock Agreement Pursuant to the Smart & Final Stores, Inc. 2014 Stock Incentive Plan AGREEMENT (this “Agreement”), dated as of between Smart & Final Stores, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and (the “Partici

September 8, 2014 EX-10.11

SMART & FINAL STORES, INC. 2014 STOCK INCENTIVE PLAN ARTICLE I

EX-10.11 5 a2221270zex-1011.htm EX-10.11 EXHIBIT 10.11 SMART & FINAL STORES, INC. 2014 STOCK INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Smart & Final Stores, Inc. 2014 Stock Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Employees, Consultants and Non-Employee Directors incentive awards

September 8, 2014 EX-10.13

REGISTRATION RIGHTS AGREEMENT

EXHIBIT 10.13 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated , 2014, by and among Smart & Final Stores, Inc., a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund III, L.P., a Delaware limited partnership (“ACOF III”), Ares Corporate Opportunities Fund IV, L.P., a Delaware limited partnership (“ACOF IV”), and the other stockholders o

September 8, 2014 EX-3.1

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION SMART & FINAL STORES, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

EXHIBIT 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SMART & FINAL STORES, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Smart & Final Stores, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certi

September 8, 2014 EX-10.12

Form of Non-Qualified Stock Option Agreement pursuant to the Smart & Final Stores, Inc. 2014 Stock Incentive Plan.(8)

EXHIBIT 10.12 Award Number: SMART & FINAL STORES, INC. Form of Non-Qualified Stock Option Agreement Pursuant to the Smart & Final Stores, Inc. 2014 Stock Incentive Plan AGREEMENT (this “Agreement”), dated as of between Smart & Final Stores, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and (the “Participant”). Preliminary Statement T

September 8, 2014 EX-3.2

SECOND AMENDED AND RESTATED BYLAWS SMART & FINAL STORES, INC. TABLE OF CONTENTS

EXHIBIT 3.2 SECOND AMENDED AND RESTATED BYLAWS OF SMART & FINAL STORES, INC. TABLE OF CONTENTS ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 2 1.10 Nomination of Directors 3 1.11 Notice of Business at Annual Meetings 5 1.12 Conduct

September 2, 2014 CORRESP

SFS / Smart & Final Stores, Inc. CORRESP - -

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR WERE OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

August 27, 2014 EX-21.1

Jurisdiction of Incorporation, Organization or Formation

Exhibit 21.1 Name of Subsidiary Jurisdiction of Incorporation, Organization or Formation SF CC Intermediate Holdings, Inc. Delaware Smart & Final LLC Delaware Amerifoods Trading Company LLC California Port Stockton Food Distributors LLC California Smart & Final Stores LLC California Cash & Carry Stores LLC Oregon Smart & Final Logistics LLC Delaware Commerce Distribution Company LLC California Sma

August 27, 2014 CORRESP

SFS / Smart & Final Stores, Inc. CORRESP - -

CORRESP 1 filename1.htm Proskauer Rose LLP 2049 Century Park East, 32nd Floor Los Angeles, California 90067-3206 Philippa M. Bond Partner d 310.284.5607 August 27, 2014 f 310.557.2193 [email protected] www.proskauer.com VIA EDGAR AND FEDERAL EXPRESS U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Ms. Mara L. Ransom

August 27, 2014 EX-10.5

Form of Indemnification Agreement.(13)

Exhibit 10.5 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this “Agreement”) is effective [·], by and among Smart & Final Stores, Inc., a Delaware corporation (the “Company”), [·] (“Indemnitee”) and, with respect to its guarantee set forth on the signature pages hereto only, Smart & Final Stores LLC, a California limited liability company (“Stores LLC”) and wholly owned subsidiary of t

August 27, 2014 S-1/A

SFS / Smart & Final Stores, Inc. S-1/A - - S-1/A

Use these links to rapidly review the document INDEX TO CONSOLIDATED FINANCIAL STATEMENTS TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on August 27, 2014 Registration No.

July 31, 2014 EX-10.9.1

Joint Venture Agreement, dated as of December 15, 1992, by and between Treviño Hernandez, S. de R.L. de C.V. and Smart & Final, Inc.(3)

Exhibit 10.9.1 FINAL VERSION JOINT VENTURE AGREEMENT (Store Project) This Joint Venture Agreement (the “Agreement”) is entered into this 15th day of December of 1992 by and between Treviño Hernandez, S. de R.L. de C.V. (hereinafter referred to as “Tre-Her”), a Mexican corporation and Smart & Final, Inc. (hereinafter referred to as “Smart & Final”), a corporation of the State of Delaware, United St

July 31, 2014 EX-10.1

SF CC Holdings, Inc. 2012 Stock Incentive Plan.(3)#

Exhibit 10.1 SF CC HOLDINGS, INC. 2012 STOCK INCENTIVE PLAN Adopted as of November 15, 2012 SF CC HOLDINGS, INC. 2012 STOCK INCENTIVE PLAN ARTICLE I PURPOSE This 2012 Stock Incentive Plan is established in connection with the purchase (the “Purchase”) of the common stock of Smart & Final Holdings Corp., a Delaware corporation, by SF CC Holdings, Inc., a Delaware corporation (the “Company”), pursua

July 31, 2014 EX-10.3.1

Non-Qualified Stock Option Agreement Pursuant to the SF CC Holdings, Inc. 2012 Stock Incentive Plan, Co-Invest Option (Award No. 12-001), dated as of February 3, 2014, by and between Smart & Final Holdings, Inc. and David G. Hirz.(3)#

Exhibit 10.3.1 Award Number: 12-001 SMART & FINAL HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE SF CC HOLDINGS, INC. 2012 STOCK INCENTIVE PLAN CO-INVEST OPTION AGREEMENT (“Agreement”), dated as of February 3, 2014, between Smart & Final Holdings, Inc., a Delaware corporation (the “Company”), and DAVID G. HIRZ (the “Participant”). Collectively, the Company and all of its Affil

July 31, 2014 EX-10.3.4

SMART & FINAL HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE SF CC HOLDINGS, INC. 2012 STOCK INCENTIVE PLAN CO-INVEST OPTION

Exhibit 10.3.4 Award Number: 12-004 SMART & FINAL HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE SF CC HOLDINGS, INC. 2012 STOCK INCENTIVE PLAN CO-INVEST OPTION AGREEMENT (“Agreement”), dated as of February 3, 2014, between Smart & Final Holdings, Inc., a Delaware corporation (the “Company”), and SCOTT R. DREW (the “Participant”). Collectively, the Company and all of its Affil

July 31, 2014 EX-10.9.3

Trademark Authorized User Agreement, dated as of June 12, 2012, by and between Smart & Final, Inc. and Smart & Final del Noroeste, S.A. de C.V.(3)

Exhibit 10.9.3 CONTRATO DE AUTORIZACIÓN DE USO DE MARCA TRADEMARK AUTHORIZED USE AGREEMENT Contrato celebrado por y entre SMART & FINAL, INC., una sociedad Constituida y existente conforme a las leyes de los Estados Unidos De América, representada por el Sr. Richard Phegley (en adelante llamada la “PROPIETARIA”) y SMART & FINAL DEL NOROESTE, S.A DE C.V, una Sociedad constituida y existente Conform

July 31, 2014 EX-10.3.5

SMART & FINAL HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE SF CC HOLDINGS, INC. 2012 STOCK INCENTIVE PLAN CO-INVEST OPTION

Exhibit 10.3.5 Award Number: 12-005 SMART & FINAL HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE SF CC HOLDINGS, INC. 2012 STOCK INCENTIVE PLAN CO-INVEST OPTION AGREEMENT (“Agreement”), dated as of February 3, 2014, between Smart & Final Holdings, Inc., a Delaware corporation (the “Company”), and SCOTT R. DREW (the “Participant”). Collectively, the Company and all of its Affil

July 31, 2014 EX-10.6.1

First Lien Term Loan Credit Agreement, dated as of November 15, 2012, among SF CC Intermediate Holdings, Inc., Smart & Final, Inc., the Lenders party thereto from time to time and Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent.(3)

Exhibit 10.6.1 EXECUTION VERSION $525,000,000 FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of November 15, 2012, among SF CC INTERMEDIATE HOLDINGS, INC., as Parent and the initial Borrower, THE LENDERS PARTY HERETO, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Bookrunner and Arranger, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC and DEU

July 31, 2014 EX-10.7

Guarantee and Collateral Agreement, dated as of November 15, 2012, among SF CC Intermediate Holdings, Inc., Smart & Final Stores LLC, each other Subsidiary of Parent identified therein and Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent for the Secured Parties.(3)

Exhibit 10.7 EXECUTION VERSION FIRST LIEN TERM LOAN GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 15, 2012, among SF CC INTERMEDIATE HOLDINGS, INC., as Parent and initial Borrower, each Subsidiary of Parent identified herein, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent Reference is made to each of (i) the ABL/Term Loan Intercreditor Agreement, d

July 31, 2014 EX-10.8

ABL Guarantee and Collateral Agreement, dated as of November 15, 2012, among SF CC Intermediate Holdings, Inc., Smart & Final Stores LLC, each other Subsidiary of Parent identified therein and Bank of America, N.A., as administrative agent and as collateral agent for the Secured Parties.(3)

Exhibit 10.8 EXECUTION VERSION ABL GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 15, 2012, among SF CC INTERMEDIATE HOLDINGS, INC., as Parent, SMART & FINAL STORES LLC and each other Subsidiary of Parent identified herein and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent Reference is made to the ABL/Term Loan Intercreditor Agreement, dated as of November 15, 2012 (

July 31, 2014 EX-10.3.3

SMART & FINAL HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE SF CC HOLDINGS, INC. 2012 STOCK INCENTIVE PLAN CO-INVEST OPTION

EX-10.3.3 6 a2220906zex-1033.htm EX-10.3.3 Exhibit 10.3.3 Award Number: 12-003 SMART & FINAL HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE SF CC HOLDINGS, INC. 2012 STOCK INCENTIVE PLAN CO-INVEST OPTION AGREEMENT (“Agreement”), dated as of February 3, 2014, between Smart & Final Holdings, Inc., a Delaware corporation (the “Company”), and RICHARD N. PHEGLEY (the “Participant”)

July 31, 2014 S-1/A

SFS / Smart & Final Stores, Inc. S-1/A - - S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on July 30, 2014 Registration No.

July 31, 2014 EX-10.2

Form of Non-Qualified Stock Option Agreement pursuant to the SF CC Holdings, Inc. 2012 Stock Incentive Plan.(3)

Exhibit 10.2 Award Number: SMART & FINAL STORES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE SF CC HOLDINGS, INC. 2012 STOCK INCENTIVE PLAN AGREEMENT (“Agreement”), dated as of [·], 201[·] (the “Grant Date”), between Smart & Final Stores, Inc., a Delaware corporation (the “Company”), and [·] (the “Participant”). Preliminary Statement The Committee hereby grants this non-qualified sto

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