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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * KROGER CO   2. Issuer Name and Ticker or Trading Symbol Roundy's, Inc. [RNDY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1014 VINE STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/18/2015 (Street) CINCINNATI, OH 45202-1100 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 12/18/2015   P   34,553,170 (1) A $ 3.6 1,000 (2) D (3)   Common Stock, par value $0.01 per share 12/18/2015   P   14,813,987 (4) A $ 3.6 1,000 (2) D

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KROGER CO 1014 VINE STREET CINCINNATI, OH 45202-1100		X

Signatures

/s/ Christine S. Wheatley		12/21/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares of Common Stock, par value $0.01 per share (the "Shares"), of Roundy's, Inc. ("Roundy's") acquired pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of November 10, 2015 (the "Merger Agreement"), by and among The Kroger Co. ("Kroger"), KS Merger Sub Inc., a wholly owned subsidiary of Kroger ("Acquisition Corp."), and Roundy's (such tender offer, the "Offer"). Prior to the Merger (as defined below), Kroger beneficially owned 2,361,582 Shares (approximately 4.78%).
(2)	Following the consummation of the Offer, Acquisition Corp. was merged with and into Roundy's, and Roundy's survived the Merger as a wholly-owned subsidiary of Kroger pursuant to a "back-end merger" under Delaware law (the "Merger"). Prior to the Merger, Kroger held 1,000 shares of Acquisition Corp., which represented all of the issued and outstanding capital stock of Acquisition Corp. At the effective time of the Merger, each share of Acquisition Corp. was converted into a share of the surviving company's stock, and all previously outstanding Shares held by Kroger were cancelled.
(3)	Prior to the Merger, Shares were held by Acquisition Corp. As Acquisition Corp was a wholly owned subsidiary of Kroger, Kroger acquired beneficial ownership of the Shares.
(4)	Reflects all of the outstanding Shares not tendered in the Offer, which may be deemed to have been acquired by Kroger and Acquisition Corp. pursuant to the consummation of the Merger. Pursuant to the Merger, Kroger now beneficially owns all outstanding Shares.

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