SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ETIENNE SNOLLAERTS

(Last)

(First)

(Middle)

600 CITADEL DRIVE

(Street)

COMMERCE

90040

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share	03/16/2006		A		50,000	A	$0	183,760 ^{( 2 )}	D
Common Stock, par value $.01 per share								16,463	I	6,771 vested and deferred Smart Shares and 9,692 deferred directors shares

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$6.5							09/16/2005 ^{( 1 )}	09/16/2013	Common	100,000		100,000	D
Stock Options	$12.89							02/17/2006 ^{( 7 )}	02/17/2014	Common	150,000		150,000	D
Stock Options	$9.25							05/04/2001 ^{( 3 )}	05/04/2009	Common	12,500		12,500	D
Stock Options	$3.46							05/22/2005 ^{( 4 )}	05/22/2013	Common	4,000		4,000	D
Stock Options	$4.4							02/18/2005 ^{( 5 )}	02/18/2013	common	8,000		8,000	D
Stock Options	$8.375							05/01/2002 ^{( 6 )}	05/01/2010	Common	4,000		4,000	D
Stock Options	$15.2							02/15/2007	02/15/2015	Common	70,000		70,000 ^{( 8 )}	D
Stock Appreciation Rights	$14.39							02/21/2008 ^{( 9 )}	02/21/2014	Common	100,000		100,000	D
Stock Options	$14.39							02/21/2008 ^{( 10 )}	02/21/2014	Common	25,000		25,000	D

Explanation of Responses:

1. Previously reported options. 1/3 exercisable on September 16, 2005, 1/3 on September 16, 2006 and 1/3 on September 16, 2007

2. Includes 427 directly held shares, 60,000 restricted smart shares granted in 2004, 23,333 restricted smart shares granted in 2005, 50,000 restricted smart shares granted 2/06, 50,000 restricted smart shares granted 5/06

3. Previoiusly reported vested options

4. Previously reported stock options. 1/3 exercisable on 5/22/05, 1/3 on 5/22/06 and 1/3 on 5/22/07.

5. Previously reported options. 1/3 exercisable on 2/18/05, 1/3 on 2/18/06 and 1/3 on 2/18/07.

6. Previously reported options. 1/3 exercisable on 5/1/2002, 1/3 on 5/1/2003, 1/3 on 5/1/2004.

7. Previously reported options. 1/3 exercisable on 2/17 in each of 2006, 2007 & 2008.

8. Previously reported options. 1/3 of the options become exercisable on February 15 in each of 2007, 2008 & 2009 at an exercise price of $15.20 per share.

9. Previously reported options 1/3 of the Stock Appreciation Rights will become exercisable on February 21 in each of 2008, 2009 and 2010.

10. Previously reported options. 1/3 of the Options will become exercisable on February 21 in each of 2008, 2009 and 2010

	Etienne Snollaerts	05/17/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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