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

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of~~

~~The~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) ~~November~~March 1913, ~~2018~~2019

SMART & FINAL STORES, INC. ~~(Exact name of registrant as specified in its charter)~~

Delaware		001-36626		80-0862253
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact Name of Registrant as Specified in Charter)

600 Citadel Drive, Commerce, CA	90040
Delaware	001-36626	80-0862253
(Address of principal executive offices)	(Zip Code)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

		600 Citadel Drive, Commerce, CA		90040
		(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (323) 869-7500

N/A

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report.~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

~~Adopting~~On ~~Supplemental~~March 13, ~~Deferred~~2019, ~~Compensation~~Smart & ~~Plan~~Final IIStores, Inc. issued a press release announcing its financial results for the quarter and full year ended December 30, 2018. The text of the press release is included as Exhibit 99.1 to this Form 8-K.

OnThe ~~November 19,~~information ~~2018,~~disclosed ~~the~~under ~~Administrative~~this ~~Committee~~Item ~~for~~2.02, ~~Retirement~~including Exhibit &99.1 ~~Savings~~hereto, ~~Plans~~is ~~(the~~being ~~“Committee”)~~furnished ofand ~~the~~shall ~~Board~~not ofbe ~~Directors~~deemed ~~of Smart & Final Stores, Inc. (the~~ “~~Company~~filed”) ~~adopted~~for ~~the~~purposes ~~Smart~~of Section &18 ~~Final~~of ~~Supplemental Deferred Compensation Plan II (~~the ~~“SDCP~~Securities ~~II”),~~Exchange ~~effective~~Act as of ~~January 1,~~1934 ~~2019. The~~and ~~SDCP~~shall IInot isbe andeemed ~~unfunded~~incorporated ~~nonqualified~~by ~~deferred~~reference ~~compensation~~into ~~plan~~any ~~for~~filing amade ~~select~~under ~~group~~the ofSecurities ~~key~~Act ~~employees, in which all~~ of ~~the~~1933, ~~Company’s~~except ~~named~~as ~~executive~~expressly ~~officers~~set ~~(the~~forth ~~“NEOs”)~~by ~~are~~specific ~~eligible~~reference toin ~~participate~~such filing.

~~Under~~Item the SDCP II, participants are entitled to defer up to 100% of their base compensation and incentive bonus, with such deferred amounts to be paid in accordance with such participant’s elections under the SDCP II9. ~~On or prior to December 31, 2018, eligible participants will have the opportunity to make elective deferral elections with respect to their 2019 compensation~~01. In ~~the~~Financial ~~event~~Statements ofand a participant’s termination of employment, deferred amounts will generally be paid within 90 days following such termination, except where such termination is due to such participant’s retirement or disability, in which case deferred amounts will be paid depending on such participant’s prior election, either within 90 days following such retirement or disability, as applicable, or in annual installments over five, ten or fifteen years following such retirement or disabilityExhibits. All payments under the SDCP II payable in connection with a participant’s termination of employment will be subject, if applicable, to delay to the extent required to comply with the requirements of Internal Revenue Code Section 409A.

In addition to a participant’s contributions, the Company will provide matching contributions to participants in the SDCP II equal to the match such participant would have received in connection with making an equivalent contribution under the Company’s 401(kd) Savings Plan, as then in effect, except to the extent such contributions to the Company’s 401(k) Savings Plan would be disallowed due to the limits imposed by the Internal Revenue Service on such tax-qualified plans. Exhibits:

The Company also maintains the Smart & Final Supplemental Deferred Compensation Plan, effective January 1, 2009 (as amended and restated, the “SDCP I”), in which all of the NEO’s participate. On October 30, 2018, the Compensation Committee of the Board of Directors of the Company froze future benefit accruals for all participants under the SDCP I and closed the SDCP I to new participants, effective as of January 1, 2019. The material terms of the SDCP II are generally comparable to the terms of the SDCP I, except that no death benefit will be payable to a participant’s beneficiary under the SDCP II in excess of the participant’s account balance.

Exhibit Number		Description

99.1		Press Release, dated March 13, 2019

~~SIGNATURES~~Exhibit Index

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Number		Description
99.1		Press Release, dated March 13, 2019

	SMART & FINAL STORES, INC.
Date: November 20, 2018
	By:	/s/ Leland P. Smith
	Name:	Leland P. Smith
	Title:	Senior Vice President and General Counsel

3SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SMART & FINAL STORES, INC.
Date: March 13, 2019

	By:	/s/ Richard N. Phegley
	Name:	Richard N. Phegley
	Title:	Executive Vice President and Chief Financial Officer

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