Edgar Filing: SOKOLOFF JONATHAN D

Ownership Submission

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 ^*

SOKOLOFF JONATHAN D

2. Issuer Name and Ticker or Trading Symbol
RITE AID CORP [RAD]

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD, SUITE 2000

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2005

(Street)

LOS ANGELES, CA 90025

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

7% Series G Cumulative Convertible Pay-In-Kind Preferred

$ 5.5

12/31/2005

J⁽¹⁾

20,846

⁽³⁾

⁽⁴⁾

Common Stock

379,026 ⁽⁵⁾

⁽¹⁾

1,212,071

See Notes ⁽⁶⁾ ⁽⁷⁾

6% Series H Cumulative Convertible Pay-In-Kind Preferred

$ 5.5

12/31/2005

J⁽²⁾

17,737

⁽³⁾

⁽⁴⁾

Common Stock

322,491 ⁽⁵⁾

⁽²⁾

1,200,203

See Notes ⁽⁷⁾ ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SOKOLOFF JONATHAN D 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA 90025	X
DANHAKL JOHN G 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA 90025	X

Signatures

/s/ Julia Chang, as Attorney-in-Fact for Jonathan D. Sokoloff		01/03/2006
^**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)	The 7% Series G Cumulative Convertible Pay-In-Kind Preferred Stock (the "Series G Preferred Stock") of Rite Aid Corporation (the "Issuer") pays an annual dividend of 7% in quarterly installments in the form of cash or additional shares of Series G Preferred Stock at the Issuer's election. This Form 4 is being filed to report the quarterly dividend paid on December 31, 2005 in the form of approximately 20,846 additional shares of Series G Preferred Stock.
(2)	The 6% Series H Cumulative Convertible Pay-In-Kind Preferred Stock (the "Series H Preferred Stock") of the Issuer pays an annual dividend of 6% in quarterly installments in the form of cash or additional shares of Series H Preferred Stock at the Issuer's election. This Form 4 is being filed to report the quarterly dividend paid on December 31, 2005 in the form of approximately 17,737 additional shares of Series H Preferred Stock.
(3)	Immediately.
(4)	Not applicable.
(5)	The number of shares listed in Column 7 represents the approximate number of shares of common stock, par value $1.00 per share, of the Issuer issuable upon conversion of the derivative securities reported in Column 5.
(6)	Green Equity Investors III, L.P. ("GEI III") and Green Equity Investors Side III, L.P. ("GEI Side III") are the direct owners of the 1,212,071 shares of Series G Preferred Stock of the Issuer, as of December 31, 2005. GEI Side III is an affiliated fund of GEI III and invests in tandem with GEI III. GEI Side III's investments represent less than 1% of the amount invested in each transaction. Messrs. Sokoloff and Danhakl are each a director of the Issuer and a managing partner of Leonard Green & Partners, L.P. ("LGP"), the management company of GEI III and GEI Side III.
(7)	Messrs. Sokoloff and Danhakl directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares of owned by GEI III and GEI Side III. Messrs. Sokoloff and Danhakl each disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(8)	GEI III and GEI Side III are the direct owners of the 1,200,203 shares of Series H Preferred Stock of the Issuer, as of December 31, 2005.
Remarks: Exhibits 99.1 Joint Filer Information

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