RNDY / Roundy's, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Roundy's, Inc.
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HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1536035
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 Roundy's, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
December 29, 2015 15-12B

Roundy's 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 001-35422 ROUNDY’S, INC. (Exact name of registrant as specified in its chart

December 21, 2015 SC 13D/A

RNDY / Roundy's, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Roundy's Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 779268101 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person

December 18, 2015 EX-3.2

BY-LAWS ROUNDY’S, INC. (a Delaware corporation) ARTICLE I

Exhibit 3.2 BY-LAWS OF ROUNDY’S, INC. (a Delaware corporation) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or outside the State of Delaware, as the Board of Directors shall determine. SEC

December 18, 2015 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

8-K 1 d240039d8k.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 18, 2015 Roundy’s, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35422 27-2337996 (State or other jurisdiction of incorporat

December 18, 2015 SC 14D9/A

Roundy's 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) Roundy?s, Inc. (Name of Subject Company) Roundy?s, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 779268 1

December 18, 2015 S-8 POS

Roundy's S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 18, 2015 Registration No.

December 18, 2015 SC 13D/A

RNDY / Roundy's, Inc. / Willis Stein & Partners III Sub, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Roundy’s, Inc. (Name of issuer) Class A Common Stock, par value $0.01 (Title of class of securities) 779268 101 (CUSIP number) Willis Stein & Partners 1033 Skokie Boulevard, Suite 360 Northbrook, Illinois 60062 (312) 422-5289 (Name, Address an

December 18, 2015 POS AM

Roundy's POS AM

POS AM 1 d106832dposam.htm POS AM As filed with the Securities and Exchange Commission on December 18, 2015 Registration No. 333-192803 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROUNDY’S, INC. (Exact name of registrant as specified in its charter) Delaware 27-2337996 (Stat

December 18, 2015 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ROUNDY’S, INC.

EX-3.1 2 d240039dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROUNDY’S, INC. FIRST: The name of the Corporation is Roundy’s, Inc. SECOND: The address of the registered office of the Corporation in the State of Delaware is: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, County of New Castle. The name of its registered agent f

December 18, 2015 SC TO-T/A

RNDY / Roundy's, Inc. / KROGER CO - SC TO-T/A

SC TO-T/A 1 a15-251971sctota.htm 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) ROUNDY’S, INC. (Name of Subject Company (Issuer)) KS MERGER SUB INC. (Offeror) a wholly-owned subsidiary of THE KROGER CO. (Parent of Offeror) (Names of Filin

December 18, 2015 S-8 POS

Roundy's S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 18, 2015 Registration No.

December 18, 2015 EX-99.(A)(5)(H)

Kroger Completes Tender Offer of Shares of Roundy’s

Exhibit (a)(5)(H) Kroger Completes Tender Offer of Shares of Roundy’s CINCINNATI, OH and MILWAUKEE, WI — December 18, 2015 — The Kroger Co.

December 18, 2015 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 December 29, 2015, pursuant to the provisions of Rule 12d2-2 (a).

December 17, 2015 SC 13D

RNDY / Roundy's, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Roundy's Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 779268101 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Rec

December 16, 2015 SC TO-T/A

Kroger 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) ROUNDY?S, INC. (Name of Subject Company (Issuer)) KS MERGER SUB INC. (Offeror) a wholly-owned subsidiary of THE KROGER CO. (Parent of Offeror) (Names of Filing Persons) Common Stock, Par Value $0.01 Pe

December 16, 2015 SC 14D9/A

Roundy's SC 14D9/A

SC 14D9/A 1 d94906dsc14d9a.htm 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) Roundy’s, Inc. (Name of Subject Company) Roundy’s, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title o

November 19, 2015 EX-99.(A)(1)(A)

Offer To Purchase All Outstanding Shares of Common Stock of ROUNDY'S, INC. at $3.60 Per Share, Net in Cash by KS MERGER SUB INC. a wholly-owned subsidiary of THE KROGER CO. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 PM, NEW YORK TIME, ON DE

QuickLinks - Click here to rapidly navigate through this document Exhibit(a)(1)(A) Offer To Purchase All Outstanding Shares of Common Stock of ROUNDY'S, INC.

November 19, 2015 EX-99.(A)(1)(B)

Letter of Transmittal To Tender Shares of Common Stock of ROUNDY'S, INC. at $3.60 Net Per Share in Cash Pursuant to the Offer to Purchase dated November 19, 2015 by KS MERGER SUB INC., a wholly-owned subsidiary of THE KROGER CO.

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Common Stock of ROUNDY'S, INC.

November 19, 2015 EX-99.(A)(1)(F)

Notice of Offer to Purchase All Outstanding Shares of Common Stock ROUNDY’S, INC. $3.60 Per Share, Net in Cash KS MERGER SUB INC. a wholly owned subsidiary THE KROGER CO.

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

November 19, 2015 SC TO-T

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 ROUNDY'S, INC. (Name of Subject Company (Issuer)) KS MERGER SUB INC.

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

November 19, 2015 EX-99.(A)(1)(E)

Offer to Purchase All Outstanding Shares of Common Stock of ROUNDY'S, INC. at $3.60 Per Share, Net in Cash Pursuant to the Offer to Purchase dated November 19, 2015 by KS MERGER SUB INC. a wholly owned subsidiary of THE KROGER CO.

EX-99.(A)(1)(E) 6 a2226669zex-99a1e.htm EX-99.(A)(1)(E) Exhibit (a)(1)(E) Offer to Purchase All Outstanding Shares of Common Stock of ROUNDY'S, INC. at $3.60 Per Share, Net in Cash Pursuant to the Offer to Purchase dated November 19, 2015 by KS MERGER SUB INC. a wholly owned subsidiary of THE KROGER CO. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 PM, NEW YORK TIME, ON DECEMBER 17, 2015, U

November 19, 2015 EX-99.(D)(3)

ROUNDY’S, INC.

Exhibit (d)(3) ROUNDY’S, INC. PICK ‘N SAVE · COPPS · METRO MARKET · MARIANO’S PO Box 473 Milwaukee, WI 53201 414-231-5000 August 10, 2015 J. Michael Schlotman Chief Financial Officer The Kroger Co. 1014 Vine Street Cincinnati, Ohio 45202 Dear Mr. Schlotman: You have requested information regarding Roundy’s, Inc., and its subsidiaries (the “Company”, “us” or “we”) in connection with your considerat

November 19, 2015 EX-99.(A)(1)(D)

Offer to Purchase All Outstanding Shares of Common Stock of ROUNDY'S, INC. at $3.60 Per Share, Net in Cash Pursuant to the Offer to Purchase dated November 19, 2015 by KS MERGER SUB INC. a wholly owned subsidiary of THE KROGER CO.

EX-99.(A)(1)(D) 5 a2226669zex-99a1d.htm EX-99.(A)(1)(D) Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of ROUNDY'S, INC. at $3.60 Per Share, Net in Cash Pursuant to the Offer to Purchase dated November 19, 2015 by KS MERGER SUB INC. a wholly owned subsidiary of THE KROGER CO. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 PM, NEW YORK TIME, ON DECEMBER 17, 2015, U

November 19, 2015 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY To Tender All Outstanding Shares of Common Stock of ROUNDY'S, INC. at $3.60 Per Share, Net in Cash Pursuant to the Offer to Purchase dated November 19, 2015 by KS MERGER SUB INC. a wholly owned subsidiary of THE KROGER C

Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender All Outstanding Shares of Common Stock of ROUNDY'S, INC.

November 19, 2015 SC 14D9

Roundy's SC 14D9

SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 12, 2015 EX-99.1

Kroger and Roundy’s Announce Definitive Merger Agreement Kroger to Add Complementary Footprint of 151 Stores, Including New Wisconsin Geography and 34 Mariano’s Locations in Chicago Roundy’s Shareholders to Receive $3.60 Per Share in Cash; Transactio

mm11-1215scto991.htm EXHIBIT 99.1 Kroger and Roundy?s Announce Definitive Merger Agreement Kroger to Add Complementary Footprint of 151 Stores, Including New Wisconsin Geography and 34 Mariano?s Locations in Chicago Roundy?s Shareholders to Receive $3.60 Per Share in Cash; Transaction Valued at Approximately $800 Million Including Debt CINCINNATI, OH and MILWAUKEE, WI ? November 11, 2015 ? The Kro

November 12, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among THE KROGER CO., KS MERGER SUB INC. ROUNDY’S, INC. Dated as of November 10, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 11 1.3 Cer

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among THE KROGER CO., KS MERGER SUB INC. and ROUNDY?S, INC. Dated as of November 10, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 11 1.3 Certain Interpretations 13 ARTICLE II THE OFFER 14 2.1 The Offer 14 2.2 Company Actions 18 2.3 Company Board of

November 12, 2015 EX-99.5

Kroger & Roundy’s Announce Merger Agreement

mm11-1215scto995.htm EXHIBIT 99.5 Kroger & Roundy?s Announce Merger Agreement Questions & Answers for Kroger Associates November 11, 2015 Today?s News We are pleased to announce that The Kroger Co. and Roundy?s, Inc., have signed an agreement to form a merger of the two companies. Roundy?s, based in Milwaukee, has more than 22,000 associates who work in and support 151 stores in the greater Chicag

November 12, 2015 EX-99.3

Attached please find the Kroger-Roundy’s Merger Discussion Guide and Q&A. The Kroger Co. and Roundy’s, Inc., today announced a merger agreement that would expand Kroger’s footprint to include complementary supermarkets in Wisconsin and 34 Mariano’s l

mm11-1215scto992.htm EXHIBIT 99.3 Attached please find the Kroger-Roundy?s Merger Discussion Guide and Q&A. The Kroger Co. and Roundy?s, Inc., today announced a merger agreement that would expand Kroger?s footprint to include complementary supermarkets in Wisconsin and 34 Mariano?s locations in Chicago. Key Points About Roundy?s: Based in Milwaukee, Roundy?s has more than 22,000 associates who wor

November 12, 2015 EX-99.7

The Kroger Company

EXHIBIT 99.7 The Kroger Company The Kroger Co. Investor Call November 11, 2015 at 11:00 a.m. Eastern CORPORATE PARTICIPANTS Cindy Holmes - Director, Investor Relations Mike Schlotman - Executive Vice President, Chief Financial Officer Tim Terrell - Vice President of Capital Management The Kroger Company November 11, 2015 at 11:00 a.m. Eastern 1 PRESENTATION Operator Good morning, and welcome to th

November 12, 2015 EX-99.1

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D

EX-99.1 Exhibit 99.1 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D 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, along with such other undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respe

November 12, 2015 EX-99.4

mm11-1215scto994.htm EXHIBIT 99.4 Kroger & Roundy?s Announce Merger Agreement Questions & Answers for Roundy?s Associates November 11, 2015 Today?s News We are pleased to announce that The Kroger Co. and Roundy?s, Inc., have signed an agreement to form a merger of the two companies. Roundy?s, based in Milwaukee, has more than 22,000 associates who work in and support 151 stores in the greater Chic

November 12, 2015 EX-99.6

Kroger – Roundy’s Merger Agreement Investor Conference Call Prepared Remarks November 11, 2015

mm11-1215scto996.htm EXHIBIT 99.6 Kroger ? Roundy?s Merger Agreement Investor Conference Call Prepared Remarks November 11, 2015 Cindy Holmes, Director of Investor Relations: Good morning and thank you for joining us on short notice today. Before we begin, I want to remind you that today?s discussion will include forward- looking statements. We want to caution you that such statements are predicti

November 12, 2015 EX-99.2

TENDER AND SUPPORT AGREEMENT

EXHIBIT 2 TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT, dated as of November 10, 2015 (this “Agreement”), among The Kroger Co.

November 12, 2015 EX-99.2

Kroger & Roundy’s Announce Merger Agreement The Kroger Co. and Roundy’s, Inc., today announced an agreement to form a merger of the two companies. This strategic partnership will give both retailers – and associates at each company – more opportuniti

EX-99.2 3 mm11-1215scto993.htm EX.99.2 - DISCUSSION GUIDE FROM MIKE SCHLOTMAN EXHIBIT 99.2 Kroger & Roundy’s Announce Merger Agreement The Kroger Co. and Roundy’s, Inc., today announced an agreement to form a merger of the two companies. This strategic partnership will give both retailers – and associates at each company – more opportunities to grow and serve our customers in key areas. NOVEMBER 1

November 12, 2015 10-Q

Roundy's FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

November 12, 2015 EX-99.1

Kroger and Roundy’s Announce Definitive Merger Agreement Kroger to Add Complementary Footprint of 151 Stores, Including New Wisconsin Geography and 34 Mariano’s Locations in Chicago Roundy’s Shareholders to Receive $3.60 Per Share in Cash; Transactio

EX-99.1 Exhibit 99.1 Kroger and Roundy?s Announce Definitive Merger Agreement Kroger to Add Complementary Footprint of 151 Stores, Including New Wisconsin Geography and 34 Mariano?s Locations in Chicago Roundy?s Shareholders to Receive $3.60 Per Share in Cash; Transaction Valued at Approximately $800 Million Including Debt CINCINNATI, OH and MILWAUKEE, WI ? November 11, 2015 ? The Kroger Co. (NYSE

November 12, 2015 SC 13D

RNDY / Roundy's, Inc. / KROGER CO Activist Investment

SC 13D 1 mm11-1215roundyssc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Roundy’s, Inc. (Name of Issuer) Common Stock, par value $0.01 per share 779268 101 (Title of class of securities) (CUSIP number) Christine S. Wheatley, Esq. Group Vice President, Secretary and General Counsel 1014 Vine Street Cincinnati,

November 12, 2015 SC 13D

RNDY / Roundy's, Inc. / Willis Stein & Partners III Sub, L.P. - SC 13D Activist Investment

SC 13D 1 d17136dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Roundy’s, Inc. (Name of issuer) Class A Common Stock, par value $0.01 (Title of class of securities) 779268 101 (CUSIP number) Willis Stein & Partners 1033 Skokie Boulevard, Suite 360 Northbrook, Illinois 60062 (312) 422-5289 (Name, Address

November 12, 2015 SC 14D9

Roundy's SC 14D9

SC 14D9 1 d37134dsc14d9.htm SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Rule 4d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Roundy’s, Inc. (Name of Subject Company) Roundy’s, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 779

November 12, 2015 SC 14D9

Roundy's SC 14D9

SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Rule 4d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Roundy?s, Inc.

November 12, 2015 EX-10.1

TENDER AND SUPPORT AGREEMENT

EX-10.1 Exhibit 10.1 Execution Version TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT, dated as of November 10, 2015 (this ?Agreement?), among The Kroger Co., an Ohio corporation (?Parent?), KS Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (?Acquisition Sub?), and each of the Persons listed as a ?Stockholder? on the signature pages hereto (collectively,

November 12, 2015 EX-99.2

Roundy’s, Inc. Reports Third Quarter 2015 Financial Results

EX-99.2 Exhibit 99.2 Roundy?s, Inc. Reports Third Quarter 2015 Financial Results MILWAUKEE ? November 11, 2015 ? Roundy?s, Inc. (?Roundy?s?) (NYSE: RNDY), a leading grocer in the Midwest, today reported financial results for the thirteen and thirty-nine weeks ended October 3, 2015. Q3 20151 ? Net sales from continuing operations decreased 0.2% to $971.8 million ? Net loss from continuing operation

November 12, 2015 SC TO-C

Kroger O-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ROUNDY’S, INC. (Name of Subject Company) KS MERGER SUB INC. (Offeror) THE KROGER CO. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 779268

November 12, 2015 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 10, 2015 Roundy?s, Inc.

August 26, 2015 EX-10.1

ROUNDY’S, INC. SEVERANCE PAY PLAN

EX-10.1 Exhibit 10.1 ROUNDY?S, INC. SEVERANCE PAY PLAN 1. Purpose of the Plan. Roundy?s, Inc. (?Roundy?s?) has adopted this Roundy?s, Inc. Severance Pay Plan (the ?Plan?) to provide severance benefits for eligible employees of Roundy?s and its subsidiaries (the ?Company?) whose employment is involuntarily terminated under the circumstances described herein. 2. Eligible Employees. Subject to the co

August 26, 2015 8-K

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

Form 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): August 20, 2015 Roundy?s, Inc.

August 12, 2015 EX-99.1

Roundy’s, Inc. Reports Second Quarter 2015 Financial Results

Exhibit 99.1 Roundy’s, Inc. Reports Second Quarter 2015 Financial Results MILWAUKEE – August 12, 2015 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today reported financial results for the thirteen weeks and twenty-six weeks ended July 4, 2015. Q2 20151 • Net sales from continuing operations increased 5.9% to $998.3 million • Net loss from continuing operations was $

August 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 July 4, 2015 OR ¨ 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-

May 26, 2015 8-K

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

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 24, 2015 Roundy?s, Inc.

May 22, 2015 EX-99.2

Roundy’s, Inc. Announces Pricing of Secondary Offering of Common Stock by Selling Shareholders

EX-99.2 4 d930324dex992.htm EX-99.2 Exhibit 99.2 Roundy’s, Inc. Announces Pricing of Secondary Offering of Common Stock by Selling Shareholders MILWAUKEE – May 19, 2015 – Roundy’s, Inc. (“Roundy’s” or the “Company”) (NYSE: RNDY), a leading grocer in the Midwest, today announced the pricing of an underwritten secondary offering of 3.5 million shares of its common stock owned by funds controlled by

May 22, 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): May 19, 2015 Roundy’s, Inc.

May 22, 2015 EX-99.1

Information Relating to Part II, Item 14. Other Expenses of Issuance and Distribution.

EX-99.1 Exhibit 99.1 Information Relating to Part II, Item 14. Other Expenses of Issuance and Distribution. The following table sets forth the expenses, other than underwriting discounts and commissions, incurred or expected to be incurred by Roundy?s, Inc. (the ?Company?) in connection with the offering and sale by selling stockholders of up to 4,025,000 shares of the Company?s common stock, par

May 20, 2015 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 d931207d8k.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 15, 2015 Roundy’s, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35422 27-2337996 (State or other jurisdiction of incorporation)

May 19, 2015 424B7

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 22, 2014 3,500,000 Shares Common Stock

424B7 1 d927802d424b7.htm 424B7 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-192803 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 22, 2014 3,500,000 Shares Common Stock The selling stockholders are offering 3,500,000 shares of our common stock. We will not receive any of the proceeds from the shares of common stock sold by the selling stockholders. Our common stock i

May 18, 2015 424B7

SUBJECT TO COMPLETION, DATED MAY 18, 2015 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 22, 2014 3,500,000 Shares Common Stock

424B7 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-192803 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and accompanying prospectus do not constitute an offer to sell these securities, and we are not soliciting offers to buy these securities in any juris

May 15, 2015 8-K/A

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

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

May 15, 2015 EX-4.4

Roundy?s, Inc. 2015 Incentive Compensation Plan ROUNDY?S, INC. 2015 INCENTIVE COMPENSATION PLAN ARTICLE I

EX-4.4 Exhibit 4.4 Roundy?s, Inc. 2015 Incentive Compensation Plan ROUNDY?S, INC. 2015 INCENTIVE COMPENSATION PLAN ARTICLE I PURPOSE The purpose of this Roundy?s, Inc. 2015 Incentive Compensation Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract,

May 15, 2015 EX-99.3

2015 PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ROUNDY’S, INC. 2015 INCENTIVE COMPENSATION PLAN * * * * *

EX-99.3 Exhibit 99.3 2015 PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ROUNDY?S, INC. 2015 INCENTIVE COMPENSATION PLAN * * * * * Participant: Grant Date: March 12, 2015 Target Number of Restricted Stock Units Granted: Maximum Number of Shares of Common Stock That May Be Issued:1 * * * * * THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this ?Agreement?), dated as of th

May 15, 2015 S-8

Roundy's FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on May 15, 2015 Registration No.

May 13, 2015 EX-99.1

Roundy’s, Inc. Reports First Quarter 2015 Financial Results

Exhibit 99.1 Roundy?s, Inc. Reports First Quarter 2015 Financial Results MILWAUKEE ? May 13, 2015 ? Roundy?s, Inc. (?Roundy?s?) (NYSE: RNDY), a leading grocer in the Midwest, today reported financial results for the first quarter ended April 4, 2015. Q1 20151 ? Net sales from continuing operations increased 13.8% to $981.9 million ? Net loss from continuing operations was $0.4 million, or $0.01 di

May 13, 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 April 4, 2015 OR ¨ 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

April 2, 2015 DEF 14A

Roundy's DEF 14A

DEF 14A 1 d901270ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a -101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box:

April 2, 2015 DEFA14A

Roundy's DEFA14A

DEFA14A 1 d901270ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a -101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Pro

March 16, 2015 EX-99.3

2015 PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ROUNDY’S, INC. 2015 INCENTIVE COMPENSATION PLAN * * * * *

EX-99.3 Exhibit 99.3 2015 PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ROUNDY?S, INC. 2015 INCENTIVE COMPENSATION PLAN * * * * * Participant: Grant Date: , 2015 Target Number of Restricted Stock Units Granted: Maximum Number of Shares of Common Stock That May Be Issued:1 * * * * * THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this ?Agreement?), dated as of the Grant

March 16, 2015 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 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 12, 2015 Roundy?s, Inc.

March 16, 2015 EX-99.1

2015 EXECUTIVE TIME-BASED RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ROUNDY’S, INC. 2012 INCENTIVE COMPENSATION PLAN * * * * *

EX-99.1 Exhibit 99.1 2015 EXECUTIVE TIME-BASED RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ROUNDY?S, INC. 2012 INCENTIVE COMPENSATION PLAN * * * * * Participant: Grant Date: , 2015 Number of Restricted Stock Units Granted: * * * * * THIS EXECUTIVE TIME-BASED RESTRICTED STOCK UNIT AGREEMENT (this ?Agreement?), dated as of the Grant Date specified above, is entered into by and between Roundy?s,

March 16, 2015 EX-99.2

2015 TIME-BASED RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ROUNDY’S, INC. 2012 INCENTIVE COMPENSATION PLAN * * * * *

Exhibit 99.2 2015 TIME-BASED RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ROUNDY’S, INC. 2012 INCENTIVE COMPENSATION PLAN * * * * * Participant: Grant Date: , 2015 Number of Restricted Stock Units Granted: * * * * * THIS TIME-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Roundy’s, Inc., a corporation organize

March 13, 2015 EX-99.1

Roundy’s Announces Appointment of Kimberly L. Feil to Board of Directors; Announces Appointment of Gregory P. Josefowicz As Lead Director

EX-99.1 Exhibit 99.1 Roundy?s Announces Appointment of Kimberly L. Feil to Board of Directors; Announces Appointment of Gregory P. Josefowicz As Lead Director Milwaukee ? March 13, 2015 ? Roundy?s, Inc. (Roundy?s) (NYSE: RNDY), a leading grocer in the Midwest, today announced the appointment of Kimberly L. Feil to the Board of Directors. Ms. Feil currently serves as CEO of bizHive. She brings to t

March 13, 2015 EX-24.1

SIGNATURES AND POWER OF ATTORNEY

EX-24.1 Exhibit 24.1 SIGNATURES AND POWER OF ATTORNEY We, the undersigned officers and directors of Roundy’s, Inc., hereby severally constitute and appoint Robert A. Mariano, Michael P. Turzenski and Edward G. Kitz, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of

March 13, 2015 EX-21.1

List of Subsidiaries of Roundy?s, Inc. Name Jurisdiction of Incorporation Roundy?s Acquisition Corp. Delaware Roundy?s Supermarkets, Inc. Wisconsin Badger Assurance Ltd. Bermuda I.T.A., Inc. Wisconsin Jondex Corp. Wisconsin RBF, LLC Wisconsin Kee Tra

Exhibit 21.1 List of Subsidiaries of Roundy?s, Inc. Name Jurisdiction of Incorporation Roundy?s Acquisition Corp. Delaware Roundy?s Supermarkets, Inc. Wisconsin Badger Assurance Ltd. Bermuda I.T.A., Inc. Wisconsin Jondex Corp. Wisconsin RBF, LLC Wisconsin Kee Trans, Inc. Wisconsin Mega Marts, LLC Wisconsin Roundy?s Illinois, LLC Wisconsin IRP, LLC Wisconsin Shop-Rite, LLC Wisconsin Ultimate Mart,

March 13, 2015 EX-99.2

ROUNDY’S, INC. CORPORATE GOVERNANCE GUIDELINES March 12, 2015

EX-99.2 3 d891348dex992.htm EX-99.2 Exhibit 99.2 ROUNDY’S, INC. CORPORATE GOVERNANCE GUIDELINES March 12, 2015 The following Corporate Governance Guidelines (“Guidelines”) have been adopted by the Board of Directors (the “Board”) of Roundy’s, Inc. (the “Company”) to assist the Board in the exercise of its responsibilities to the Company and its stockholders. These Guidelines should be interpreted

March 13, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 3, 2015 Commission File number 001-35422 Roundy’s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 3, 2015 Commission File number 001-35422 Roundy’s, Inc. (Exact name of registrant as specified in its charter) Delaware 27-2337996 (State of incorporation) (I.R.S. Employer Identification No.) 875 Ea

March 13, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): March 12, 2015 Roundy’s, Inc.

March 6, 2015 CORRESP

Roundy's ESP

Correspondence March 6, 2015 Via EDGAR Submission Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Jennifer Thompson Robert Babula Re: Roundy?s, Inc.

March 4, 2015 EX-99.1

Roundy’s, Inc. Reports Fourth Quarter and Full Year 2014 Financial Results

EX-99.1 Exhibit 99.1 Roundy’s, Inc. Reports Fourth Quarter and Full Year 2014 Financial Results MILWAUKEE – March 4, 2015 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today reported financial results for the fourth quarter and full year ended January 3, 2015. Q4 20141 • Net sales from continuing operations increased 26.1% to $1,075.8 million • Net income from contin

March 4, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d884317d8k.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 4, 2015 Roundy’s, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35422 27-2337996 (State or other jurisdiction of incorporation)

February 13, 2015 SC 13G/A

RNDY / Roundy's, Inc. / Willis Stein & Partners III Sub, L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Roundy’s, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 779268 101 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

February 13, 2015 CORRESP

RNDY / Roundy's, Inc. CORRESP - -

CORRESP 1 filename1.htm ROUNDY’S, INC. PICK ‘N SAVE Ÿ COPPS Ÿ METRO MARKET Ÿ MARIANO’S PO Box 473 Milwaukee, WI 53201 414-231-5000 February 13, 2015 Via EDGAR Submission Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Jennifer Thompson Robert Babula Re: Roundy’s, Inc. Form 10-K for the Fiscal Year Ended December 28, 2013 Filed March 7, 2014 Form 10-Q for the Qua

January 15, 2015 EX-99.1

Roundy’s Announces Fiscal 2015 Guidance

Exhibit 99.1 Roundy’s Announces Fiscal 2015 Guidance MILWAUKEE—January 15, 2015 – Roundy’s, Inc. (the “Company”) (NYSE: RNDY), a leading grocer in the Midwest, today announced its 2015 financial guidance for the 2015 fiscal year ending January 2, 2016 and the first quarter ending April 4, 2015. The Company expects the following results from continuing operations for its 2015 first quarter and fisc

January 15, 2015 8-K

Regulation FD Disclosure, 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 15, 2015 Roundy’s, Inc.

November 5, 2014 EX-99.1

Roundy’s, Inc. Reports Third Quarter 2014 Financial Results

Exhibit 99.1 Roundy’s, Inc. Reports Third Quarter 2014 Financial Results MILWAUKEE – November 5, 2014 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today reported financial results for the thirteen and thirty-nine weeks ended September 27, 2014. Q3 20141 • Net sales from continuing operations increased 16.4% to $973.8 million • $247.1 million after-tax, non-cash good

November 5, 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 September 27, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

August 19, 2014 8-K

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

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): August 18, 2014 Roundy’s, Inc.

August 6, 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 June 28, 2014 OR ¨ 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

August 6, 2014 EX-99.1

Roundy’s, Inc. Reports Second Quarter 2014 Financial Results

Exhibit 99.1 Roundy?s, Inc. Reports Second Quarter 2014 Financial Results MILWAUKEE ? August 6, 2014 ? Roundy?s, Inc. (?Roundy?s?) (NYSE: RNDY), a leading grocer in the Midwest, today reported financial results for the thirteen weeks and twenty-six weeks ended June 28, 2014. Q2 20141 ? Net sales from continuing operations increased 11.9% to $971.9 million ? Net loss from continuing operations was

July 24, 2014 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): July 24, 2014 Roundy’s, Inc.

July 24, 2014 EX-99.1

ROUNDY’S CFO KARST LEAVING TO JOIN RITE AID; TURZENSKI NAMED CFO

EX-99.1 2 d763175dex991.htm EX-99.1 Exhibit 99.1 ROUNDY’S, INC. PICK ‘N SAVE . COPPS . METRO MARKET . MARIANO’S PO Box 473 Milwaukee, WI 53201 414-231-5000 FOR IMMEDIATE RELEASE ROUNDY’S CFO KARST LEAVING TO JOIN RITE AID; TURZENSKI NAMED CFO Milwaukee, WI., July 24, 2014 — Roundy’s, Inc., (NYSE: RNDY), a leading grocer in the Midwest, announced today that Darren Karst, Roundy’s Executive Vice Pre

July 9, 2014 8-K

Financial Statements and Exhibits, Other Events

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 9, 2014 Roundy’s, Inc.

July 9, 2014 EX-99.1

Roundy’s, Inc. Announces Closing of Rainbow Transaction

EX-99.1 2 d756261dex991.htm EX-99.1 Exhibit 99.1 Roundy’s, Inc. Announces Closing of Rainbow Transaction MILWAUKEE – July 9, 2014 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today announced that it has begun the process of closing on a transaction to sell 18 Rainbow stores located in the Twin Cities. On May 7, 2014, Roundy’s announced that it had entered into a def

June 3, 2014 8-K

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

8-K 1 d737129d8k.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 30, 2014 Roundy’s, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35422 27-2337996 (State or other jurisdiction of incorporation)

May 19, 2014 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 d730448d8k.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 15, 2014 Roundy’s, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35422 27-2337996 (State or other jurisdiction of incorporation)

May 7, 2014 EX-99.1

Roundy’s, Inc. Reports First Quarter 2014 Financial Results

Exhibit 99.1 Roundy’s, Inc. Reports First Quarter 2014 Financial Results MILWAUKEE – May 7, 2014 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today reported financial results for the first quarter ended March 29, 2014. Q1 20141 • Net sales increased 1.9% to $1,002.2 million • Net loss was $4.5 million, or $0.10 net loss per diluted common share, compared to net inco

May 7, 2014 EX-99.2

Roundy’s, Inc. Agrees to Sell 18 Rainbow Stores

Exhibit 99.2 Roundy’s, Inc. Agrees to Sell 18 Rainbow Stores MILWAUKEE – May 7, 2014 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today announced that it had entered into definitive agreements to sell 18 Rainbow stores in the Minneapolis/St. Paul market to a group of local grocery retailers, including SUPERVALU INC. The aggregate sale price for the 18 Rainbow stores

May 7, 2014 EX-2.1

ASSET PURCHASE AGREEMENT BY AND BETWEEN RBF, LLC AS ?SELLER?, SUPERVALU INC. SUPERVALU PHARMACIES, INC. SUPERVALU GOLD, LLC EACH AS A ?BUYER? AND, COLLECTIVELY, AS THE ?BUYERS? ROUNDY?S SUPERMARKETS, INC. AS ?PARENT? DATED AS OF MAY 6, 2014 TABLE OF

Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT BY AND BETWEEN RBF, LLC AS ?SELLER?, SUPERVALU INC. SUPERVALU PHARMACIES, INC. SUPERVALU GOLD, LLC EACH AS A ?BUYER? AND, COLLECTIVELY, AS THE ?BUYERS? AND ROUNDY?S SUPERMARKETS, INC. AS ?PARENT? DATED AS OF MAY 6, 2014 TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS 5 ARTICLE 2. PURCHASE AND SALE OF ASSETS 23 2.1 Purchase and Sale of Assets 23

May 7, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

April 4, 2014 DEF 14A

- DEF 14A

DEF 14A 1 d670086ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a -101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box:

April 4, 2014 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a -101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Definitive Prox

March 26, 2014 EX-99.1

2014 RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ROUNDY’S, INC. 2012 INCENTIVE COMPENSATION PLAN * * * * *

Exhibit 99.1 2014 RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ROUNDY’S, INC. 2012 INCENTIVE COMPENSATION PLAN * * * * * Participant: Grant Date: , 2014 Target Number of Restricted Stock Units Granted: Maximum Number of Shares of Common Stock That May Be Issued:1 * * * * * THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into

March 26, 2014 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): March 20, 2014 Roundy’s, Inc.

March 7, 2014 EX-21.1

List of Subsidiaries of Roundy?s, Inc. Name Jurisdiction of Incorporation Roundy?s Acquisition Corp. Delaware Roundy?s Supermarkets, Inc. Wisconsin Badger Assurance Ltd. Bermuda I.T.A., Inc. Wisconsin Jondex Corp. Wisconsin RBF, LLC Wisconsin Kee Tra

EX-21.1 Exhibit 21.1 List of Subsidiaries of Roundy’s, Inc. Name Jurisdiction of Incorporation Roundy’s Acquisition Corp. Delaware Roundy’s Supermarkets, Inc. Wisconsin Badger Assurance Ltd. Bermuda I.T.A., Inc. Wisconsin Jondex Corp. Wisconsin RBF, LLC Wisconsin Kee Trans, Inc. Wisconsin Mega Marts, LLC Wisconsin Shop-Rite, LLC Wisconsin Ultra Mart Foods, LLC Wisconsin Roundy’s Illinois, LLC Wisc

March 7, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 28, 2013 Commission File number 001-35422 Roundy

10-K 1 d651884d10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 28, 2013 Commission File number 001-35422 Roundy’s, Inc. (Exact name of registrant as specified in its charter) Delaware 27-2337996 (State of incorporat

March 7, 2014 EX-10.21

TERM LOAN CREDIT AGREEMENT dated as of March 3, 2014 ROUNDY?S SUPERMARKETS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE AG, as Administrative Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Doc

Exhibit 10.21 EXECUTION VERSION TERM LOAN CREDIT AGREEMENT dated as of March 3, 2014 among ROUNDY?S SUPERMARKETS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE AG, as Administrative Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Documentation Agent, and JPMORGAN CHASE BANK, N.A., as Syndication Agent CREDIT SUISSE SECURITIES (USA) LLC, J.P. M

March 7, 2014 EX-10.23

FIRST LIEN INTERCREDITOR AGREEMENT dated as of March 3, 2014 JPMORGAN CHASE BANK, N.A., as ABL Agent, CREDIT SUISSE AG, as Term Loan Agent, ROUNDY’S, INC., ROUNDY’S ACQUISITION CORP., ROUNDY’S SUPERMARKETS, INC., THE OTHER GRANTORS PARTY HERETO TABLE

Exhibit 10.23 EXECUTION VERSION FIRST LIEN INTERCREDITOR AGREEMENT dated as of March 3, 2014 among JPMORGAN CHASE BANK, N.A., as ABL Agent, CREDIT SUISSE AG, as Term Loan Agent, ROUNDY’S, INC., ROUNDY’S ACQUISITION CORP., ROUNDY’S SUPERMARKETS, INC., and THE OTHER GRANTORS PARTY HERETO TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. UCC Definitions 10 Section

March 7, 2014 EX-10.22

ASSET-BASED REVOLVING CREDIT AGREEMENT dated as of March 3, 2014 ROUNDY?S SUPERMARKETS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Lender, BMO HARRIS BANK, N

Exhibit 10.22 EXECUTION VERSION ASSET-BASED REVOLVING CREDIT AGREEMENT dated as of March 3, 2014 among ROUNDY?S SUPERMARKETS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Lender, BMO HARRIS BANK, N.A. as Documentation Agent, and BANK OF AMERICA, N.A., as Syndication Agent J.P. MORGAN SECURITIES LLC, MERRILL

March 7, 2014 EX-24.1

SIGNATURES AND POWER OF ATTORNEY

Exhibit 24.1 SIGNATURES AND POWER OF ATTORNEY We, the undersigned officers and directors of Roundy?s, Inc., hereby severally constitute and appoint Robert A. Mariano, Darren W. Karst and Edward G. Kitz, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him

March 4, 2014 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d687157d8k.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 3, 2014 Roundy’s, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-35422 27-2337996 (State or other jurisdiction of incorporation) (

February 26, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 26, 2014 Roundy’s, Inc.

February 26, 2014 EX-99.1

Roundy’s, Inc. Reports Fourth Quarter and Full Year 2013 Financial Results

EX-99.1 2 d685287dex991.htm EX-99.1 Exhibit 99.1 Roundy’s, Inc. Reports Fourth Quarter and Full Year 2013 Financial Results MILWAUKEE – February 26, 2014 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today reported financial results for the fourth quarter and full year ended December 28, 2013. Q4 20131 • Net sales increased 2.0% to $1,001.9 million • Net income was $

February 14, 2014 SC 13G/A

RNDY / Roundy's, Inc. / Willis Stein & Partners III Sub, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d675741dsc13ga.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. 2)* Roundy’s, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 779268 101 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate

February 12, 2014 EX-1.1

8,844,339 Shares ROUNDY’S, INC. Common Stock UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 8,844,339 Shares ROUNDY’S, INC. Common Stock UNDERWRITING AGREEMENT February 6, 2014 CREDIT SUISSE SECURITIES (USA) LLC J.P. MORGAN SECURITIES LLC, As representatives of the Several Underwriters (the “Representatives”), c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629 J.P. Morgan Securities LLC, 383 Madison Avenue, New York, N.Y. 10179 Dea

February 12, 2014 EX-99.2

Roundy’s, Inc. Announces Pricing of Public Offering of Common Stock

EX-99.2 Exhibit 99.2 Roundy’s, Inc. Announces Pricing of Public Offering of Common Stock MILWAUKEE – February 7, 2014 – Roundy’s, Inc. (the “Company”) (NYSE: RNDY), a leading grocer in the Midwest, today announced the pricing of an underwritten public offering of 8,844,339 shares, of its common stock at a price to the public of $7.00 per share. The Company is offering 2,948,113 shares of its commo

February 12, 2014 8-K

Entry into a Material Definitive Agreement, 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): February 6, 2014 Roundy’s, Inc.

February 12, 2014 EX-99.3

Roundy’s, Inc. Announces Closing of Public Offering of Common Stock and Exercise of Underwriters’ Option to Purchase Additional Shares

EX-99.3 Exhibit 99.3 Roundy’s, Inc. Announces Closing of Public Offering of Common Stock and Exercise of Underwriters’ Option to Purchase Additional Shares MILWAUKEE – February 12, 2014 – Roundy’s, Inc. (the “Company”) (NYSE: RNDY), a leading grocer in the Midwest, today announced that it has closed an underwritten public offering of 8,844,339 shares of its common stock, at a price to the public o

February 12, 2014 EX-99.1

Information Relating to Part II, Item 14. Other Expenses of Issuance and Distribution.

EX-99.1 Exhibit 99.1 Information Relating to Part II, Item 14. Other Expenses of Issuance and Distribution. The following table sets forth the expenses, other than underwriting discounts and commissions, incurred or expected to be incurred by Roundy’s, Inc. (the “Company”) in connection with the offering and sale of up to 10,170,989 shares of the Company’s common stock, par value $0.01 per share,

February 10, 2014 424B3

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 22, 2014 8,844,339 Shares Common Stock

424B3 1 d665817d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-192803 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 22, 2014 8,844,339 Shares Common Stock We are selling 2,948,113 shares of common stock, and the selling stockholders are selling an additional 5,896,226 shares of our common stock. We will not receive any of the proceeds from the shares of

February 3, 2014 424B3

SUBJECT TO COMPLETION, DATED FEBRUARY 3, 2014 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 22, 2014 8,844,339 Shares Common Stock

424B3 1 d665817d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-192803 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and accompanying prospectus do not constitute an offer to sell these securities, and we are not soliciting offers to buy the

February 3, 2014 EX-99.1

Roundy’s, Inc. Announces Proposed Public Offering of Common Stock

EX-99.1 Exhibit 99.1 Roundy’s, Inc. Announces Proposed Public Offering of Common Stock MILWAUKEE – February 3, 2014 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today announced that it has filed a prospectus supplement to a registration statement filed on Form S-3 with the U.S. Securities and Exchange Commission (“SEC”), relating to a proposed underwritten public of

February 3, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - 8-K

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): February 3, 2014 Roundy’s, Inc.

January 17, 2014 CORRESP

-

CORRESP Roundy’s, Inc. 875 East Wisconsin Avenue Milwaukee, Wisconsin 53202 January 17, 2014 Via EDGAR Submission Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Mara Ransom Dietrich A. King Dean Brazier Re: Roundy’s, Inc. Registration Statement on Form S-3 SEC File No. 333-192803 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amende

January 9, 2014 S-3/A

- S-3/A

S-3/A 1 d642369ds3a.htm S-3/A Table of Contents As filed with the Securities and Exchange Commission on January 9, 2014 Registration No. 333-192803 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROUNDY’S, INC. (Exact name of registrant as specified in its charter) Delaware 27-2337996 (State

January 9, 2014 CORRESP

-

300 North LaSalle Street Chicago, Illinois 60654 Dennis M. Myers, P.C. To Call Writer Directly: (312) 862-2232 [email protected] (312) 862-2000 www.kirkland.com Facsimile: (312) 862-2200 January 9, 2014 Via EDGAR Submission and Overnight Courier Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Mara Ransom Dietrich A. King Dean Brazier Re: Roundy’s, Inc. Re

December 23, 2013 EX-4.1

Roundy’s Supermarkets, Inc. as Issuer the Guarantors party hereto U.S. Bank National Association as Trustee Dated as of December 20, 2013 10.250% Senior Secured Second Lien Notes due 2020 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INCORPORATION BY R

EX-4.1 2 d648257dex41.htm EX-4.1 Exhibit 4.1 Roundy’s Supermarkets, Inc. as Issuer the Guarantors party hereto and U.S. Bank National Association as Trustee Indenture Dated as of December 20, 2013 10.250% Senior Secured Second Lien Notes due 2020 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1.02. Rules of Construction 33 ARTICLE 2 THE N

December 23, 2013 EX-4.2

CONSENT AND AMENDMENT No. 1 TO CREDIT AGREEMENT

EX-4.2 Exhibit 4.2 EXECUTION VERSION CONSENT AND AMENDMENT No. 1 TO CREDIT AGREEMENT CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Agreement”) dated as of December 9, 2013 relating to the Credit Agreement dated as of February 13, 2012 (as heretofore amended or modified, the “Credit Agreement”) among ROUNDY’S SUPERMARKETS, INC. (the “Borrower”), the lenders from time to time party thereto,

December 23, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

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 20, 2013 Roundy’s, Inc.

December 23, 2013 EX-4.3

SECOND LIEN SECURITY AGREEMENT made by ROUNDY’S, INC. ROUNDY’S ACQUISITION CORP. ROUNDY’S SUPERMARKETS, INC. and certain of its Subsidiaries in favor of U.S. Bank National Association as Collateral Agent Dated as of December 20, 2013 TABLE OF CONTENT

EX-4.3 Exhibit 4.3 EXECUTION VERSION SECOND LIEN SECURITY AGREEMENT made by ROUNDY’S, INC. ROUNDY’S ACQUISITION CORP. ROUNDY’S SUPERMARKETS, INC. and certain of its Subsidiaries in favor of U.S. Bank National Association as Collateral Agent Dated as of December 20, 2013 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINED TERMS Section 1.01. Definitions 1 Section 1.02. Other Definitional Provisions 6 ARTICLE

December 13, 2013 S-3

- S-3

S-3 1 d642369ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on December 13, 2013 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROUNDY’S, INC. (Exact name of registrant as specified in its charter) Delaware 27-2337996 (State or other jurisdiction of incorporation o

December 6, 2013 8-K

Financial Statements and Exhibits, Other Events - 8-K

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 6, 2013 Roundy’s, Inc.

December 6, 2013 EX-99.1

Roundy’s, Inc. Announces Private Offering of $200 Million of Senior Secured Second Lien Notes due 2020

EX-99.1 Exhibit 99.1 Roundy’s, Inc. Announces Private Offering of $200 Million of Senior Secured Second Lien Notes due 2020 MILWAUKEE – December 6, 2013 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today announced that its wholly owned subsidiary, Roundy’s Supermarkets, Inc. (the “Issuer”), intends to offer, subject to market and other customary conditions, $200 mil

December 3, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

Form 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 3, 2013 Roundy’s, Inc.

December 3, 2013 EX-99.1

Lender Presentation

EX-99.1 Exhibit 99.1 Lender Presentation December 2013 Disclaimer All statements other than statements of historical fact included in this presentation are forward-looking statements. We derived many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is

December 2, 2013 EX-99.1

Roundy’s, Inc. Announces Strategic Acquisition Of 11 Dominick’s Stores

EX-99.1 Exhibit 99.1 Roundy’s, Inc. Announces Strategic Acquisition Of 11 Dominick’s Stores MILWAUKEE – December 2, 2013 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today announced the company has signed a definitive agreement to acquire 11 Dominick’s stores from Safeway, Inc. (“Safeway”) (NYSE: SWY) in a $36 million cash and lease assumption transaction. The store

December 2, 2013 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): December 2, 2013 Roundy’s, Inc.

November 8, 2013 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 September 28, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 7, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - FORM 8-K

Form 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 7, 2013 Roundy’s, Inc.

November 7, 2013 EX-99.1

Roundy’s, Inc. Reports Third Quarter 2013 Financial Results

Exhibit 99.1 Roundy’s, Inc. Reports Third Quarter 2013 Financial Results MILWAUKEE – November 7, 2013 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today reported financial results for the third quarter and nine months ended September 28, 2013. Q3 20131 • Net sales increased 1.1% to $984.2 million • Net income was $3.8 million, or $0.08 diluted net earnings per commo

November 7, 2013 EX-99.2

Roundy’s, Inc. Declares Quarterly Dividend

EX-99.2 Exhibit 99.2 Roundy’s, Inc. Declares Quarterly Dividend MILWAUKEE – November 7, 2013 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today announced that its Board of Directors has approved the payment of a quarterly cash dividend. The quarterly cash dividend of $0.12 per share will be paid on November 25, 2013, to stockholders of record as of the close of busi

August 9, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 d552800d10q.htm 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 29, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period f

August 8, 2013 EX-99.1

Roundy’s, Inc. Reports Second Quarter 2013 Financial Results

EX-99.1 2 d581861dex991.htm EX-99.1 Exhibit 99.1 Roundy’s, Inc. Reports Second Quarter 2013 Financial Results MILWAUKEE – August 8, 2013 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today reported financial results for the second quarter ended June 29, 2013. Q2 2013 • Net sales decreased 1.7% to $980.3 million • Net income was $13.5 million, or $0.30 diluted net ear

August 8, 2013 EX-99.2

Roundy’s, Inc. Declares Quarterly Dividend

Exhibit 99.2 Roundy’s, Inc. Declares Quarterly Dividend MILWAUKEE – August 8, 2013 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today announced that its Board of Directors has approved the payment of a quarterly cash dividend. The quarterly cash dividend of $0.12 per share will be paid on August 26, 2013, to stockholders of record as of the close of business on Augu

August 8, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - FORM 8-K

Form 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): August 8, 2013 Roundy’s, Inc.

May 21, 2013 8-K

Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 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 17, 2013 Roundy’s, Inc.

May 10, 2013 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 30, 2013 OR ? 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 9, 2013 EX-99.2

Roundy’s, Inc. Declares Quarterly Dividend

Press Release, dated May 9, 2013 Exhibit 99.2 Roundy’s, Inc. Declares Quarterly Dividend MILWAUKEE – May 9, 2013 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today announced that its Board of Directors has approved the payment of a quarterly cash dividend. The quarterly cash dividend of $0.12 per share will be paid on May 28, 2013, to stockholders of record as of th

May 9, 2013 EX-99.1

Roundy’s, Inc. Reports First Quarter 2013 Financial Results

Press Release, dated May 9, 2013 Exhibit 99.1 Roundy’s, Inc. Reports First Quarter 2013 Financial Results MILWAUKEE – May 9, 2013 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today reported financial results for the first quarter ended March 30, 2013. Q1 2013 • Net sales increased 4.8% to $983.5 million • Adjusted net income* was $8.6 million, or $0.19 adjusted dilu

May 9, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - FORM 8-K

Form 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 9, 2013 Roundy’s, Inc.

May 2, 2013 EX-99.1

Roundy’s, Inc. To Present At the BMO 2013 Farm to Market

EX-99.1 Exhibit 99.1 Roundy’s, Inc. To Present At the BMO 2013 Farm to Market Conference MILWAUKEE – May 2, 2013 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today announced Robert Mariano, Chief Executive Officer, and Darren Karst, Chief Financial Officer, will present at the BMO Farm to Market Conference on Tuesday, May 14, 2013, at 11:00 a.m. ET, at the Grand Hya

May 2, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

Form 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, 2013 Roundy’s, Inc.

April 29, 2013 EX-99.1

2013 RESTRICTED STOCK AGREEMENT PURSUANT TO THE ROUNDY’S, INC. 2012 INCENTIVE COMPENSATION PLAN * * * * *

Exhibit 99.1 2013 RESTRICTED STOCK AGREEMENT PURSUANT TO THE ROUNDY’S, INC. 2012 INCENTIVE COMPENSATION PLAN * * * * * Participant: Grant Date: April 23, 2013 Number of Shares of Restricted Stock Granted: * * * * * THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Roundy’s, Inc., a corporation organized in the State

April 29, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 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 23, 2013 Roundy’s, Inc.

April 5, 2013 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

DEFA14A 1 d511001ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a -101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriat

April 5, 2013 DEF 14A

- DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 22, 2013 EX-10.22

RESTRICTED STOCK AGREEMENT PURSUANT TO THE ROUNDY?S, INC. 2012 INCENTIVE COMPENSATION PLAN * * * * *

EX-10.22 Exhibit 10.22 RESTRICTED STOCK AGREEMENT PURSUANT TO THE ROUNDY’S, INC. 2012 INCENTIVE COMPENSATION PLAN * * * * * Participant: Patrick J. Condon Grant Date: May 17, 2012 Number of Shares of Restricted Stock Granted: 6574 * * * * * THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Roundy’s, Inc., a corporat

March 22, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2012 Commission File number 001-35422 Roundy

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2012 Commission File number 001-35422 Roundy’s, Inc. (Exact name of registrant as specified in its charter) Delaware 27-2337996 (State of incorporation) (I.R.S. Employer Identi

March 22, 2013 EX-21.1

List of Subsidiaries of Roundy?s, Inc. Name Jurisdiction of Incorporation Roundy?s Acquisition Corp. Delaware Roundy?s Supermarkets, Inc. Wisconsin Badger Assurance Ltd. Bermuda I.T.A., Inc. Wisconsin Jondex Corp. Wisconsin RBF, LLC Wisconsin Kee Tra

Exhibit 21.1 List of Subsidiaries of Roundy?s, Inc. Name Jurisdiction of Incorporation Roundy?s Acquisition Corp. Delaware Roundy?s Supermarkets, Inc. Wisconsin Badger Assurance Ltd. Bermuda I.T.A., Inc. Wisconsin Jondex Corp. Wisconsin RBF, LLC Wisconsin Kee Trans, Inc. Wisconsin Mega Marts, LLC Wisconsin Shop-Rite, LLC Wisconsin Ultra Mart Foods, LLC Wisconsin Roundy?s Illinois, LLC Wisconsin IR

March 22, 2013 EX-10.21

INDEMNIFICATION AGREEMENT

Exhibit 10.21 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (?Agreement?) is made as of May 17, 2012 by and between Roundy?s, Inc., a Delaware corporation (the ?Company?), and Patrick J. Condon, a director of the Company (the ?Indemnitee?). WHEREAS, the Company has concluded that to retain and attract talented and experienced individuals to serve as directors and officers of the Company

March 22, 2013 EX-24.1

SIGNATURES AND POWER OF ATTORNEY

Exhibit 24.1 SIGNATURES AND POWER OF ATTORNEY We, the undersigned officers and directors of Roundy?s, Inc., hereby severally constitute and appoint Robert A. Mariano, Darren W. Karst and Edward G. Kitz, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him

March 14, 2013 SC 13G/A

RNDY / Roundy's, Inc. / Willis Stein & Partners III Sub, L.P. - SCHEDULE 13G AMENDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Roundy’s, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 779268 101 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

February 28, 2013 EX-99.2

ROUNDY’S, INC. DECLARES QUARTERLY DIVIDEND

Press Release, dated February 28, 2013 Exhibit 99.2 ROUNDY’S, INC. DECLARES QUARTERLY DIVIDEND MILWAUKEE – February 28, 2013 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today announced that its Board of Directors has approved the payment of a quarterly cash dividend. The quarterly cash dividend of $0.12 per share will be paid on March 18, 2013, to stockholders of r

February 28, 2013 8-K

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

8-K 1 d493638d8k.htm FORM 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): February 28, 2013 Roundy’s, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-35422 27-2337996 (State or other jurisdiction of incorpo

February 28, 2013 EX-99.1

Roundy’s, Inc. Reports Fourth Quarter and Full Year 2012 Financial Results Sales and Adjusted EBITDA Increased From Third to Fourth Quarter 2012

Press Release, dated February 28, 2013 Exhibit 99.1 Roundy’s, Inc. Reports Fourth Quarter and Full Year 2012 Financial Results Sales and Adjusted EBITDA Increased From Third to Fourth Quarter 2012 MILWAUKEE – February 28, 2013 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today reported financial results for the fourth quarter and full year ended December 29, 2012. Q

February 12, 2013 SC 13G

RNDY / Roundy's, Inc. / Willis Stein & Partners III Sub, L.P. - SCHEDULE 13G 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. )* Roundy’s, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 779268 101 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

November 13, 2012 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 September 29, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 8, 2012 EX-99.1

ROUNDY’S, INC. REPORTS THIRD QUARTER 2012 FINANCIAL

Press Release Exhibit 99.1 ROUNDY’S, INC. REPORTS THIRD QUARTER 2012 FINANCIAL RESULTS MILWAUKEE – November 8, 2012 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today reported financial results for the third quarter ended September 29, 2012. • Net sales decreased 0.3% to $973.6 million for the third quarter • Adjusted net income, which excludes the impact of one-tim

November 8, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - FORM 8-K

Form 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 8, 2012 Roundy’s, Inc.

November 8, 2012 EX-99.2

ROUNDY’S, INC. DECLARES QUARTERLY DIVIDEND

EX-99.2 3 d434383dex992.htm PRESS RELEASE Exhibit 99.2 ROUNDY’S, INC. DECLARES QUARTERLY DIVIDEND MILWAUKEE – November 8, 2012 – Roundy’s, Inc. (“Roundy’s” or the “Company”) (NYSE: RNDY), a leading grocer in the Midwest, today announced that its Board of Directors has approved the payment of a quarterly cash dividend. The quarterly cash dividend of $0.12 per share will be paid on November 26, 2012

August 31, 2012 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): August 31, 2012 Roundy’s, Inc.

August 31, 2012 EX-99.1

ROUNDY’S, INC. NAMES CHIEF MARKETING AND CHIEF HUMAN RESOURCE OFFICERS

Exhibit 99.1 ROUNDY’S, INC. NAMES CHIEF MARKETING AND CHIEF HUMAN RESOURCE OFFICERS MILWAUKEE – August 31, 2012 – Roundy’s, Inc. (“Roundy’s” or the “Company”) (NYSE: RNDY), a leading grocer in the Midwest, today announced Don P. Hamblen and Jessie W. Terry will join the Company as Chief Marketing Officer and Chief Human Resource Officer, respectively, effective immediately. Mr. Hamblen will replac

August 17, 2012 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d399265d8k.htm FORM 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): August 17, 2012 Roundy’s, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-35422 27-2337996 (State or other jurisdiction of incorpora

August 17, 2012 EX-99.1

ROUNDY’S, INC. DECLARES QUARTERLY DIVIDEND

Press Release, dated August 17, 2012 Exhibit 99.1 ROUNDY’S, INC. DECLARES QUARTERLY DIVIDEND MILWAUKEE – August 17, 2012 – Roundy’s, Inc. (“Roundy’s” or the “Company”) (NYSE: RNDY), a leading grocer in the Midwest, today announced that its Board of Directors has approved the payment of a quarterly cash dividend. The quarterly cash dividend of $0.23 per share will be paid on September 6, 2012, to s

August 13, 2012 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 30, 2012 OR ¨ 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 333

August 9, 2012 EX-99.1

4 Roundy’s, Inc. Consolidated Statements of Comprehensive Income (In thousands, except per share data) Thirteen Weeks Ended Twenty-six Weeks Ended July 2, 2011 June 30, 2012 July 2, 2011 June 30, 2012 Net Sales $ 980,365 $ 996,842 $ 1,896,380 $ 1,935

EX-99.1 2 d393546dex991.htm PRESS RELEASE, DATED AUGUST 9, 2012 Exhibit 99.1 ROUNDY’S, INC. REPORTS SECOND QUARTER 2012 FINANCIAL RESULTS MILWAUKEE – August 9, 2012 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today reported financial results for the second quarter ended June 30, 2012. • Net sales increased 1.7% to $996.8 million for the second quarter • Net income

August 9, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d393546d8k.htm FORM 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): August 9, 2012 Roundy’s, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-35422 27-2337996 (State or other jurisdiction of incorporat

June 4, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d360066d8k.htm FORM 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): June 4, 2012 Roundy’s, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-35422 (Commiss

June 4, 2012 EX-99.1

ROUNDY’S, INC. TO PRESENT AT THE JEFFERIES 2012 GLOBAL CONSUMER CONFERENCE

Press Release, dated June 4, 2012 Exhibit 99.1 ROUNDY’S, INC. TO PRESENT AT THE JEFFERIES 2012 GLOBAL CONSUMER CONFERENCE MILWAUKEE – June 4, 2012 – Roundy’s, Inc. (“Roundy’s” or the “Company”) (NYSE: RNDY), a leading grocer in the Midwest, today announced Robert Mariano, Chief Executive Officer, and Darren Karst, Chief Financial Officer, will present at the Jefferies Global Consumer Conference on

May 17, 2012 EX-99.1

ROUNDY’S, INC. ELECTS PATRICK CONDON TO BOARD OF DIRECTORS

Press Release Exhibit 99.1 ROUNDY’S, INC. ELECTS PATRICK CONDON TO BOARD OF DIRECTORS MILWAUKEE – May 17, 2012 – Roundy’s, Inc. (“Roundy’s” or the “Company”) (NYSE: RNDY), a leading grocer in the Midwest, today announced that Patrick J. Condon has been elected to its Board of Directors, thereby expanding the Board to seven members. Mr. Condon was also elected Chairman of the Audit Committee of the

May 17, 2012 S-8

- FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on May 17, 2012 Registration No.

May 17, 2012 EX-99.2

ROUNDY’S, INC. DECLARES QUARTERLY DIVIDEND

Exhibit 99.2 ROUNDY’S, INC. DECLARES QUARTERLY DIVIDEND MILWAUKEE – May 17, 2012 – Roundy’s, Inc. (“Roundy’s” or the “Company”) (NYSE: RNDY), a leading grocer in the Midwest, today announced that its Board of Directors has approved the payment of a quarterly cash dividend. The quarterly cash dividend of $0.23 per share will be paid on June 5, 2012, to stockholders of record as of the close of busi

May 17, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 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 17, 2012 Roundy’s, Inc.

May 14, 2012 EX-10.13

ROUNDY’S, INC. DIRECTOR CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

Form of Director Confidentiality and Non-Competition Agreement Exhibit 10.13 ROUNDY’S, INC. DIRECTOR CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This Director Confidentiality and Non-Competition Agreement (this “Agreement”) is entered into as of the day of , 201 , by the undersigned for the benefit of Roundy’s, Inc. (“Roundy’s”) and its current and future Subsidiaries and Affiliates (as hereinaf

May 14, 2012 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 31, 2012 OR ? 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 33

May 14, 2012 EX-99.1

ROUNDY’S, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2011 FINANCIAL RESULTS

Exhibit 99.1 ROUNDY’S, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2011 FINANCIAL RESULTS MILWAUKEE – March 1, 2012 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today reported financial results for the fourth quarter and full year ended December 31, 2011. • Net sales increased 2.2% to $968.7 million for the quarter and 2.0% to $3.84 billion for the year • Net income i

May 14, 2012 EX-10.12

RESTRICTED STOCK AGREEMENT PURSUANT TO THE ROUNDY’S, INC. 2012 INCENTIVE COMPENSATION PLAN * * * * *

Exhibit 10.12 RESTRICTED STOCK AGREEMENT PURSUANT TO THE ROUNDY’S, INC. 2012 INCENTIVE COMPENSATION PLAN * * * * * Participant: Gregory P. Josefowicz Grant Date: March 29, 2012 Number of Shares of Restricted Stock Granted: 6,983 * * * * * THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Roundy’s, Inc., a corporatio

May 14, 2012 EX-10.11

INDEMNIFICATION AGREEMENT

Exhibit 10.11 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of March 21, 2012 by and between Roundy’s, Inc., a Delaware corporation (the “Company”), and Greg Josefowicz, a director of the Company (the “Indemnitee”). WHEREAS, the Company has concluded that to retain and attract talented and experienced individuals to serve as directors and officers of the Company

May 10, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d349800d8k.htm FORM 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 10, 2012 Roundy’s, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-35422 27-2337996 (State or other jurisdiction of incorporatio

May 10, 2012 EX-99.1

ROUNDY’S, INC. REPORTS FIRST QUARTER 2012 FINANCIAL RESULTS

Press Release, dated May 10, 2012 Exhibit 99.1 ROUNDY’S, INC. REPORTS FIRST QUARTER 2012 FINANCIAL RESULTS MILWAUKEE – May 10, 2012 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today reported financial results for the first quarter ended March 31, 2012. • Net sales increased 2.4% to $938.2 million for the first quarter • Adjusted net income, which excludes the impac

April 24, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 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 24, 2012 Roundy’s, Inc.

April 24, 2012 EX-99.1

ROUNDY’S, INC. REITERATES ITS INTENTION TO INITIATE DIVIDEND

Press Release Exhibit 99.1 ROUNDY’S, INC. REITERATES ITS INTENTION TO INITIATE DIVIDEND MILWAUKEE – April 24, 2012 – Roundy’s, Inc. (“Roundy’s” or the “Company”) (NYSE: RNDY), a leading grocer in the Midwest, today reiterated its intention to initiate a quarterly dividend. Subject to declaration by its board of directors, the Company expects to initiate a quarterly dividend of approximately $0.23

March 30, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 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 29, 2012 Roundy’s, Inc.

March 30, 2012 EX-99.1

ROUNDY’S, INC. BOARD OF DIRECTORS ELECTS GREGORY P. JOSEFOWICZ AS DIRECTOR Company Appoints Food Retail Industry Veteran to the Board

Exhibit 99.1 ROUNDY’S, INC. BOARD OF DIRECTORS ELECTS GREGORY P. JOSEFOWICZ AS DIRECTOR Company Appoints Food Retail Industry Veteran to the Board MILWAUKEE – March 29, 2012 – Roundy’s, Inc. (“Roundy’s”) (NYSE: RNDY), a leading grocer in the Midwest, today announced the election of Gregory P. Josefowicz to its Board of Directors. Mr. Josefowicz brings to the Board more than 30 years of executive l

March 28, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 Commission file number 333-178311 Round

10-K 1 d319877d10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 Commission file number 333-178311 Roundy’s, Inc. (Exact name of registrant as specified in its charter) Delaware 27-2337996 (State of inco

March 28, 2012 EX-24.1

SIGNATURES AND POWER OF ATTORNEY

EX-24.1 Exhibit 24.1 SIGNATURES AND POWER OF ATTORNEY We, the undersigned officers and directors of Roundy’s, Inc., hereby severally constitute and appoint Robert A. Mariano, Darren W. Karst and Edward G. Kitz, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them

March 28, 2012 EX-21.1

List of subsidiaries of Roundy?s, Inc. Name Jurisdiction of Incorporation Roundy?s Acquisition Corp. Delaware Roundy?s Supermarkets, Inc. Wisconsin Badger Assurance Ltd. Bermuda I.T.A., Inc. Wisconsin Jondex Corp. Wisconsin RBF, LLC Wisconsin Kee Tra

Exhibit 21.1 List of subsidiaries of Roundy?s, Inc. Name Jurisdiction of Incorporation Roundy?s Acquisition Corp. Delaware Roundy?s Supermarkets, Inc. Wisconsin Badger Assurance Ltd. Bermuda I.T.A., Inc. Wisconsin Jondex Corp. Wisconsin RBF, LLC Wisconsin Kee Trans, Inc. Wisconsin Mega Marts, LLC Wisconsin Shop-Rite, LLC Wisconsin Ultra Mart Foods, LLC Wisconsin Roundy?s Illinois, LLC Wisconsin IR

March 28, 2012 EX-10.39

ROUNDY’S, INC. EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION

Exhibit 10.39 ROUNDY’S, INC. EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This Employee Confidentiality and Non-Competition Agreement (this “Agreement”) is entered into as of the day of , 201 , by the undersigned for the benefit of Roundy’s, Inc. (“Roundy’s”) and its current and future Subsidiaries and Affiliates (as hereinafter defined). Roundy’s and its Subsidiaries and Affiliates are

March 5, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

Form 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): February 28, 2012 Roundy’s, Inc.

February 15, 2012 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, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a12-501618k.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): February 13, 2012 Roundy’s, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-35422 (Commis

February 15, 2012 EX-4.1

CREDIT AGREEMENT dated as of February 13, 2012 ROUNDY’S SUPERMARKETS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE AG, as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Issuing Lender, BANK OF AMERICA, N

Exhibit 4.1 EXECUTION VERSION CREDIT AGREEMENT dated as of February 13, 2012 among ROUNDY’S SUPERMARKETS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE AG, as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Issuing Lender, BANK OF AMERICA, N.A. and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND” NEW YORK BRANCH, as Co-Document

February 15, 2012 EX-4.2

GUARANTEE AND COLLATERAL AGREEMENT made by ROUNDY’S ACQUISITION CORP. ROUNDY’S SUPERMARKETS, INC. and certain of its Subsidiaries in favor of CREDIT SUISSE AG as Administrative Agent Dated as of February 13, 2012

Exhibit 4.2 EXECUTION VERSION GUARANTEE AND COLLATERAL AGREEMENT made by ROUNDY’S ACQUISITION CORP. ROUNDY’S SUPERMARKETS, INC. and certain of its Subsidiaries in favor of CREDIT SUISSE AG as Administrative Agent Dated as of February 13, 2012 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINED TERMS Section 1.01. Definitions 2 Section 1.02. Other Definitional Provisions 6 ARTICLE 2 GUARANTEE Section 2.01. Gu

February 10, 2012 POS EX

- POS EX

QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on February 10, 2012 No.

February 10, 2012 EX-10.37

INDEMNIFICATION AGREEMENT

Exhibit 10.37 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of [ ] by and between Roundy’s, Inc., a Delaware corporation (the “Company”), and [ ], a director and/or officer of the Company (the “Indemnitee”). WHEREAS, the Company has concluded that to retain and attract talented and experienced individuals to serve as directors and officers of the Company, it is

February 9, 2012 424B4

19,181,818 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration File No. 333-178311 19,181,818 Shares Common Stock We are selling 14,705,883 shares of our common stock, and the selling stockholders are selling an additional 4,475,935 shares of our common stock. We will not receive any of the proceeds from the shares of common stock sold by the selling stockholders. Prior to this offering, there ha

February 8, 2012 FWP

February 7, 2012

FWP 1 a11-3061611fwp.htm FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated February 1, 2012 File No. 333-178311 February 7, 2012 This free writing prospectus relates only to the securities described in, and should be read together with, the preliminary prospectus dated February 1, 2012 (the “Preliminary Prospectus”) included in Amendment No. 3 t

February 7, 2012 S-1MEF

- S-1MEF

QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on February 7, 2012 No.

February 7, 2012 8-A12B

- 8-A12B

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 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ROUNDY’S, INC. (Exact name of registrant as specified in its charter) Delaware 27-2337996 (State of incorporation or organization) (I.R.S. Employer Identification No.) 875 East Wisconsin Avenue M

February 7, 2012 CORRESP

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CORRESP 1 filename1.htm 300 North LaSalle Chicago, Illinois 60654 Dennis M. Myers, P.C. To Call Writer Directly: (312) 862-2232 [email protected] (312) 862-2000 www.kirkland.com Facsimile: (312) 862-2200 February 7, 2012 Via EDGAR Submission Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Roundy’s, Inc. Rule 462(b) Registration Statement on Form S-1 Ladies

February 3, 2012 CORRESP

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EXECUTION COPY Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

February 3, 2012 CORRESP

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Roundy’s Parent Company, Inc. 875 East Wisconsin Avenue Milwaukee, Wisconsin 53202 February 3, 2012 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attn: Christopher F. Chase Mara L. Ransom Brigitte Lippman Robert Babula Donna Di Silvio Re: Roundy’s Parent Company, Inc. Registration Statement on Form S-1 Initially Filed December 5, 2011 File No. 333-1783

February 3, 2012 S-1/A

- S-1/A

QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on February 3, 2012 No.

February 1, 2012 FWP

Common Stock

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated February 1, 2012 Registration No.

February 1, 2012 CORRESP

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300 North LaSalle Street Chicago, Illinois 60654 Dennis M. Myers, P.C. To Call Writer Directly: (312) 862-2232 [email protected] (312) 862-2000 www.kirkland.com Facsimile: (312) 862-2200 February 1, 2012 Via EDGAR Submission and Hand Delivery Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Christopher F. Chase Mara L. Ransom Brigitte Lippman Robert Babula

February 1, 2012 S-1/A

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on February 1, 2012 No.

February 1, 2012 EX-1.1

[·] Shares ROUNDY’S, INC. Common Stock UNDERWRITING AGREEMENT

Exhibit 1.1 [·] Shares ROUNDY’S, INC. Common Stock UNDERWRITING AGREEMENT February [·], 2012 CREDIT SUISSE SECURITIES (USA) LLC J.P. MORGAN SECURITIES LLC, As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629 J.P. Morgan Securities LLC, 383 Madison Avenue, New York, N.Y. 10179 Dear Sirs: 1. Introductory. Roundy’s,

January 26, 2012 EX-1.1

[·] Shares ROUNDY’S, INC. Common Stock UNDERWRITING AGREEMENT

Exhibit 1.1 [·] Shares ROUNDY’S, INC. Common Stock UNDERWRITING AGREEMENT February [·], 2012 CREDIT SUISSE SECURITIES (USA) LLC J.P. MORGAN SECURITIES LLC, As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629 J.P. Morgan Securities LLC, 383 Madison Avenue, New York, N.Y. 10179 Dear Sirs: 1. Introductory. Roundy’s,

January 26, 2012 EX-10.31

ROUNDY’S, INC. 2012 INCENTIVE COMPENSATION PLAN ARTICLE I PURPOSE

Exhibit 10.31 ROUNDY’S, INC. 2012 INCENTIVE COMPENSATION PLAN ARTICLE I PURPOSE The purpose of this Roundy’s, Inc. 2012 Incentive Compensation Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain and reward such individuals and strengthen th

January 26, 2012 EX-10.34

ROUNDY’S, INC. EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

Exhibit 10.34 ROUNDY’S, INC. EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This Employee Confidentiality and Non-Competition Agreement (this “Agreement”) is entered into as of the day of , 201 , by the undersigned for the benefit of Roundy’s, Inc. (“Roundy’s”) and its current and future Subsidiaries and Affiliates (as hereinafter defined). Roundy’s and its Subsidiaries and Affiliates are

January 26, 2012 CORRESP

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CORRESP 1 filename1.htm 300 North LaSalle Street Chicago, Illinois 60654 Dennis M. Myers, P.C. To Call Writer Directly: (312) 862-2000 Facsimile: (312) 862-2232 (312) 862-2200 [email protected] www.kirkland.com January 26, 2012 Via EDGAR Submission and Hand Delivery Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Christopher F. Chase Mara L. Ransom Brigit

January 26, 2012 EX-10.33

ROUNDY’S, INC. SEVERANCE PAY PLAN

Exhibit 10.33 ROUNDY’S, INC. SEVERANCE PAY PLAN 1. Purpose of the Plan. Roundy’s, Inc. (“Roundy’s”) has adopted this Roundy’s, Inc. Severance Pay Plan (the “Plan”) to provide severance benefits for eligible employees of Roundy’s and its subsidiaries (the “Company”) whose employment is involuntarily terminated under the circumstances described herein. 2. Eligible Employees. Subject to the condition

January 26, 2012 EX-10.36

EMPLOYMENT AGREEMENT

EX-10.36 12 a2206977zex-1036.htm EX-10.36 Exhibit 10.36 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of [February , 2012] by and among Roundy’s, Inc., a Delaware corporation (f.k.a. Roundy’s Parent Company, Inc.) (“Roundy’s”) and Roundy’s Supermarkets, Inc., a Wisconsin corporation (“RSI”, and together with Roundy’s Inc., the “Company”), Darren W. Karst (“Executive”

January 26, 2012 S-1/A

- S-1/A

S-1/A 1 a2206977zs-1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 26, 2012 No. 333-178311 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Roundy's Parent Company, Inc.* (Exact name of registrant as specified in its charter) Delaware (State or o

January 26, 2012 EX-10.32

RESTRICTED STOCK AGREEMENT PURSUANT TO THE ROUNDY’S, INC. 2012 INCENTIVE COMPENSATION PLAN * * * * *

Exhibit 10.32 RESTRICTED STOCK AGREEMENT PURSUANT TO THE ROUNDY’S, INC. 2012 INCENTIVE COMPENSATION PLAN * * * * * Participant: Grant Date: Number of Shares of Restricted Stock Granted: * * * * * THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Roundy’s, Inc., a corporation organized in the State of Delaware (the “

January 26, 2012 EX-3.1

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ROUNDY’S, INC. a Delaware Corporation ARTICLE ONE

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROUNDY’S, INC. a Delaware Corporation ARTICLE ONE The name of the corporation is Roundy’s, Inc. (the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle. The name of its registered agent at su

January 26, 2012 EX-10.35

EMPLOYMENT AGREEMENT

Exhibit 10.35 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of [February , 2012] by and among Roundy’s, Inc., a Delaware corporation (f.k.a. Roundy’s Parent Company, Inc.) (“Roundy’s”) and Roundy’s Supermarkets, Inc., a Wisconsin corporation (“RSI”, and together with Roundy’s Inc., the “Company”), Robert Mariano (“Executive”), and for purposes of Section 13(i) hereof

January 26, 2012 EX-3.2

AMENDED AND RESTATED BYLAWS ROUNDY’S, INC. A Delaware corporation (Adopted as of , 2012) ARTICLE I

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ROUNDY’S, INC. A Delaware corporation (Adopted as of , 2012) ARTICLE I OFFICES Section 1. Offices. Roundy’s, Inc. (the “Corporation”) may have an office or offices other than its registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) may from time t

January 26, 2012 EX-4.1

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE **[No.]** **[Shares]** ROUNDY’S, INC. AUTHORIZED CAPITAL [___________________] COMMON SHARES $0.01 PAR VALUE [Stockholder] ROUNDY’S, INC. (HEREINAFTER CALLED THE “COMPANY”), TRANSFERABLE ON THE BOO

Exhibit 4.1 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE **[No.]** **[Shares]** ROUNDY’S, INC. AUTHORIZED CAPITAL [] COMMON SHARES $0.01 PAR VALUE [Stockholder] ROUNDY’S, INC. (HEREINAFTER CALLED THE “COMPANY”), TRANSFERABLE ON THE BOOKS OF THE COMPANY IN PERSON OR BY DULY AUTHORIZED ATTORNEY, UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE AND THE SHARES REPRESENTED

January 9, 2012 S-1/A

- S-1/A

Table of Contents As filed with the Securities and Exchange Commission on January 9, 2012 No.

January 6, 2012 CORRESP

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Dennis M. Myers, P.C. To Call Writer Directly: (312) 862-2232 [email protected] 300 North LaSalle Street Chicago, Illinois 60654 (312) 862-2000 www.kirkland.com January 6, 2012 Facsimile: (312) 862-2200 Via EDGAR Submission and Hand Delivery Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Christopher F. Chase Mara L. Ransom Brigitte Lippman Robert Babula

December 5, 2011 EX-10.17

FIRST AMENDMENT TO EXECUTIVE AGREEMENT

Exhibit 10.17 FIRST AMENDMENT TO EXECUTIVE AGREEMENT THIS FIRST AMENDMENT TO EXECUTIVE AGREEMENT is made and entered into as of the 21st day of February, 2007, between and among Roundy?s Acquisition Corp., a Delaware corporation (the ?Company?), Roundy?s Supermarkets, Inc. (f/k/a/ ?Roundy?s, Inc.?), a Wisconsin corporation (?Roundy?s?) and Darren W. Karst (?Executive?). The Company, Roundy?s and E

December 5, 2011 EX-10.12

ROUNDY?S, INC. EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

Exhibit 10.12 ROUNDY?S, INC. EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This Employee Confidentiality and Non-Competition Agreement is entered into as of the 27th day of December, 2002, by the undersigned for the benefit of Roundy?s, Inc. (?Roundy?s?) and its current and future Subsidiaries and Affiliates (as hereinafter defined). Roundy?s and its Subsidiaries and Affiliates are referr

December 5, 2011 EX-10.9

ROUNDY?S, INC. EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

Exhibit 10.9 ROUNDY?S, INC. EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This Employee Confidentiality and Non-Competition Agreement is entered into as of the 30th day of September, 2003, by the undersigned for the benefit of Roundy?s, Inc. (?Roundy?s?) and its current and future Subsidiaries and Affiliates (as hereinafter defined). Roundy?s and its Subsidiaries and Affiliates are referr

December 5, 2011 EX-10.6

SECOND LIEN CREDIT AGREEMENT ROUNDY’S SUPERMARKETS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent Dated as of April 16, 2010 CREDIT SUISSE SECURITIES (USA) LLC,

EX-10.6 8 a2206531zex-106.htm EX-10.6 Exhibit 10.6 EXECUTION VERSION $150,000,000 SECOND LIEN CREDIT AGREEMENT among ROUNDY’S SUPERMARKETS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent Dated as of April 16, 2010 CREDIT SUISSE SECURITIES (USA) LLC, as Sole Bookrunner and Sole Lead Arranger and MOELIS & CO

December 5, 2011 EX-10.7

ROUNDY’S ACQUISITION CORP. INVESTOR RIGHTS AGREEMENT DATED AS OF JUNE 6, 2002 TABLE OF CONTENTS

Exhibit 10.7 ROUNDY’S ACQUISITION CORP. INVESTOR RIGHTS AGREEMENT DATED AS OF JUNE 6, 2002 TABLE OF CONTENTS PAGE SECTION 1. COVENANTS, REPRESENTATIONS AND WARRANTIES 1 SECTION 2. RESTRICTIONS ON TRANSFER OF STOCKHOLDER SHARES 2 2A. Restrictions on Transfer 2 2B. First Refusal Right 2 2C. Participation Rights 3 2D. Permitted Transfers 5 2E. Termination of Restrictions 6 SECTION 3. SALE OF THE COMP

December 5, 2011 EX-10.19

THIRD AMENDMENT TO EXECUTIVE AGREEMENT

Exhibit 10.19 THIRD AMENDMENT TO EXECUTIVE AGREEMENT THIS THIRD AMENDMENT TO EXECUTIVE AGREEMENT is made and entered into as of the 25th day of March, 2009, by and among Roundy’s Acquisition Corp., a Delaware corporation (the “Company”), Roundy’s Supermarkets, Inc. (f/k/a/ “Roundy’s, Inc.”), a Wisconsin corporation (“Roundy’s”) and Darren W. Karst (“Executive”). The Company, Roundy’s and Executive

December 5, 2011 EX-10.29

ROUNDY’S PARENT COMPANY, INC. RESTRICTED STOCK PURCHASE AGREEMENT

Exhibit 10.29 ROUNDY’S PARENT COMPANY, INC. RESTRICTED STOCK PURCHASE AGREEMENT THIS RESTRICTED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April 29, 2010 (the “Effective Date”) by and between Roundy’s Parent Company, Inc., a Delaware corporation (the “Company”), and Steven Leon Harper (“Purchaser”). Certain definitions are set forth in Section 10 of this Agreement. Purchaser desires

December 5, 2011 EX-10.22

EXECUTIVE AGREEMENT

Exhibit 10.22 EXECUTION COPY EXECUTIVE AGREEMENT THIS EXECUTIVE AGREEMENT (this “Agreement”) is made as of June 6, 2002, by and among Roundy’s Acquisition Corp., a Delaware corporation (the “Company”), Roundy’s, Inc., a Wisconsin corporation and a wholly owned subsidiary of the Company (“Roundy’s”), and Robert A. Mariano (“Executive”). Certain definitions are set forth in Section 18 of this Agreem

December 5, 2011 EX-10.21

FIFTH AMENDMENT TO EXECUTIVE AGREEMENT

Exhibit 10.21 FIFTH AMENDMENT TO EXECUTIVE AGREEMENT THIS FIFTH AMENDMENT TO EXECUTIVE AGREEMENT is made and entered into as of the 13th day of May, 2011, by and among Roundy’s Acquisition Corp., a Delaware corporation (the “Company”), Roundy’s Supermarkets, Inc. (f/k/a/ “Roundy’s, Inc.”), a Wisconsin corporation (“Roundy’s”) and Darren W. Karst (“Executive”). The Company, Roundy’s and Executive a

December 5, 2011 EX-10.13

ROUNDY?S SUPERMARKETS, INC.

Exhibit 10.13 ROUNDY’S SUPERMARKETS, INC. PICK ‘N SAVE · COPPS · RAINBOW · METRO MARKET · MARIANO’S FRESH MARKET ROUNDY’S SUPERMARKETS, INC. EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This Employee Confidentiality and Non-Competition Agreement is effective as of the 27th day of December, 2005, by the undersigned for the benefit of Roundy’s Supermarkets, Inc. (“Roundy’s”) and its curren

December 5, 2011 EX-10.15

ROUNDY?S SUPERMARKETS, INC. EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

Exhibit 10.15 ROUNDY?S SUPERMARKETS, INC. EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This Employee Confidentiality and Non-Competition Agreement is entered into as of the 29th day of January, 2007, by the undersigned for the benefit of Roundy?s Supermarkets, Inc. (?Roundy?s?) and its current and future Subsidiaries and Affiliates (as hereinafter defined). Roundy?s and its Subsidiaries

December 5, 2011 EX-10.25

THIRD AMENDMENT TO EXECUTIVE AGREEMENT

Exhibit 10.25 THIRD AMENDMENT TO EXECUTIVE AGREEMENT THIS THIRD AMENDMENT TO EXECUTIVE AGREEMENT is made and entered into as of the 25th day of March, 2009, by and among Roundy?s Acquisition Corp., a Delaware corporation (the ?Company?), Roundy?s Supermarkets, Inc. (f/k/a/ ?Roundy?s, Inc.?), a Wisconsin corporation (?Roundy?s?) and Robert A. Mariano (?Executive?). The Company, Roundy?s and Executi

December 5, 2011 EX-10.3

SECOND AMENDMENT

Exhibit 10.3 SECOND AMENDMENT SECOND AMENDMENT, dated as of January 29, 2007 (this “Second Amendment”), to the Amended and Restated Credit Agreement, dated as of November 3, 2005 (as amended by the First Amendment thereto, dated as of June 7, 2006, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ROUNDY’S SUPERMA

December 5, 2011 EX-10.30

ROUNDY?S ACQUISITION CORP. RESTRICTED STOCK PURCHASE AGREEMENT

Exhibit 10.30 ROUNDY?S ACQUISITION CORP. RESTRICTED STOCK PURCHASE AGREEMENT THIS RESTRICTED STOCK PURCHASE AGREEMENT (this ?Agreement?) is made as of November 17, 2009) (the ?Effective Date?) by and between Roundy?s Acquisition Corp., a Delaware corporation (the ?Company?), and Steven Leon Harper (?Purchaser?). Certain definitions are set forth in Section 11 of this Agreement. Purchaser desires t

December 5, 2011 S-1

As filed with the Securities and Exchange Commission on December 5, 2011

Table of Contents As filed with the Securities and Exchange Commission on December 5, 2011 No.

December 5, 2011 EX-10.4

R E C I T A L S

Exhibit 10.4 EXECUTION VERSION THIRD AMENDMENT, dated as of October [30], 2009 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of November 3, 2005 (as the same may be amended (including pursuant to this Amendment), supplemented or otherwise modified from time to time, the “Credit Agreement”), among Roundy’s Supermarkets, Inc., a Wisconsin corporation (the “Borrower”), th

December 5, 2011 EX-10.26

FOURTH AMENDMENT TO EXECUTIVE AGREEMENT

Exhibit 10.26 FOURTH AMENDMENT TO EXECUTIVE AGREEMENT THIS FOURTH AMENDMENT TO EXECUTIVE AGREEMENT is made and entered into as of the 12th day of May, 2010, by and among Roundy?s Acquisition Corp., a Delaware corporation (the ?Company?), Roundy?s Supermarkets, Inc. (f/k/a/ ?Roundy?s, Inc.?), a Wisconsin corporation (?Roundy?s?) and Robert A. Mariano (?Executive?). The Company, Roundy?s and Executi

December 5, 2011 EX-10.2

FIRST AMENDMENT

Exhibit 10.2 FIRST AMENDMENT FIRST AMENDMENT, dated as of June 7, 2006 (this ?Amendment?), to the Amended and Restated Credit Agreement, dated as of November 3, 2005 (as the same may be amended (including pursuant to this Amendment), supplemented or otherwise modified from time to time, the ?Credit Agreement?), among Roundy?s Supermarkets, Inc., a Wisconsin corporation (the ?Borrower?), the severa

December 5, 2011 EX-10.23

FIRST AMENDMENT TO EXECUTIVE AGREEMENT

Exhibit 10.23 FIRST AMENDMENT TO EXECUTIVE AGREEMENT THIS FIRST AMENDMENT TO EXECUTIVE AGREEMENT is made and entered into as of the 21st day of February, 2007, between and among Roundy’s Acquisition Corp., a Delaware corporation (the “Company”), Roundy’s Supermarkets, Inc. (f/k/a/ “Roundy’s, Inc.”), a Wisconsin corporation (“Roundy’s”) and Robert A. Mariano (“Executive”). The Company, Roundy’s and

December 5, 2011 EX-10.28

ROUNDY?S ACQUISITION CORP. RESTRICTED STOCK PURCHASE AGREEMENT

Exhibit 10.28 ROUNDY?S ACQUISITION CORP. RESTRICTED STOCK PURCHASE AGREEMENT THIS RESTRICTED STOCK PURCHASE AGREEMENT (this ?Agreement?) is made as of December 5, 2002, by and between Roundy?s Acquisition Corp., a Delaware corporation (the ?Company?), and Ralph W. Drayer (?Purchaser?). Certain definitions are set forth in Section 10 of this Agreement. Purchaser desires to purchase shares of the Co

December 5, 2011 EX-10.10

ROUNDY’S, INC. EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

Exhibit 10.10 ROUNDY’S, INC. EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This Employee Confidentiality and Non-Competition Agreement is entered into as of the 10th day of June, 2005, by the undersigned for the benefit of Roundy’s, Inc. (“Roundy’s”) and its current and future Subsidiaries and Affiliates (as hereinafter defined). Roundy’s and its Subsidiaries and Affiliates are referred t

December 5, 2011 EX-10.24

SECOND AMENDMENT TO EXECUTIVE AGREEMENT

Exhibit 10.24 SECOND AMENDMENT TO EXECUTIVE AGREEMENT THIS SECOND AMENDMENT TO EXECUTIVE AGREEMENT is made and entered into as of the 5th day of June, 2008, between and among Roundy?s Acquisition Corp., a Delaware corporation (the ?Company?), Roundy?s Supermarkets, Inc. (f/k/a/ ?Roundy?s, Inc.?), a Wisconsin corporation (?Roundy?s?) and Robert A. Mariano (?Executive?). The Company, Roundy?s and Ex

December 5, 2011 EX-10.18

SECOND AMENDMENT TO EXECUTIVE AGREEMENT

Exhibit 10.18 SECOND AMENDMENT TO EXECUTIVE AGREEMENT THIS SECOND AMENDMENT TO EXECUTIVE AGREEMENT is made and entered into as of the 5th day of June, 2008, between and among Roundy?s Acquisition Corp., a Delaware corporation (the ?Company?), Roundy?s Supermarkets, Inc. (f/k/a/ ?Roundy?s, Inc.?), a Wisconsin corporation (?Roundy?s?) and Darren W. Karst (?Executive?). The Company, Roundy?s and Exec

December 5, 2011 EX-10.11

ROUNDY?S SUPERMARKETS, INC. EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

Exhibit 10.11 ROUNDY?S SUPERMARKETS, INC. EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This Employee Confidentiality and Non-Competition Agreement is entered into as of the 9th day of June, 2008, by the undersigned for the benefit of Roundy?s Supermarkets, Inc. (?Roundy?s?) and its current and future Subsidiaries and Affiliates (as hereinafter defined). Roundy?s and its Subsidiaries and

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