FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KROGER CO

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/10/2015 

3. Issuer Name and Ticker or Trading Symbol

Roundy's, Inc. [RNDY]

(Last)        (First)        (Middle)

1014 VINE ST

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

_____ Director                            _____ 10% Owner
_____ Officer (give title below)          ___ X ___ Other (specify below)
/ Please see the below Remarks

(Street)

CINCINNATI, OH 45202       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common stock, par value $0.01 per share   2361582   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:

Remarks:
Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 10, 2015, by and among The Kroger Co. ("Kroger"), KS Merger Sub Inc. and Roundy's, Inc. ("Roundy's"), Kroger entered into a Tender and Support Agreement with Willis Stein & Partners III Sub, L.P., Willis Stein & Partners Dutch III-A Sub, L.P., Willis Stein & Partners Dutch III-B Sub, L.P. and Willis Stein & Partners III-C Sub, L.P. (collectively, the "Stockholders"), pursuant to which, among other things, the Stockholders agreed to tender their shares of Roundy's in the Offer by Kroger for all of the outstanding shares of common stock of Roundy's contemplated by the Merger Agreement. Collectively, the Stockholders beneficially own 3,564,657 shares of Roundy's, which, together with the shares of Roundy's beneficially owned by Kroger, constitute more than 10% of the outstanding shares of Roundy's. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Kroger that it is the beneficial owner of any of the common stock of Roundy's referenced in this paragraph for purposes of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KROGER CO
1014 VINE ST
CINCINNATI, OH 45202


Please see the below Remarks

Signatures
/s/ Christine S. Wheatley on behalf of The Kroger Co. 11/12/2015
** 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 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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