UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Publix Super Markets, Inc.
--------------------------
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
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(Title of Class of Securities)
None
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(CUSIP Number)
December 31, 2006
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act.
Page 1 of 5
SCHEDULE 13G
CUSIP No. None Page 2 of 5 Pages
---------- -- --
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Publix Super Markets, Inc. 401(k) SMART Plan
2 Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |X|
3 SEC Use Only
4 Citizenship or Place of Organization
Florida
Number of
Shares 5 Sole Voting Power 47,229,609
Beneficially
Owned By 6 Shared Voting Power 0
Each
Reporting 7 Sole Dispositive Power 0
Person
With: 8 Shared Dispositive Power 47,229,609
9 Aggregate Amount Beneficially Owned by Each Reporting Person
47,229,609
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares |_|
Not applicable.
11 Percent of Class Represented by Amount in Row (9)
5.6%
12 Type of Reporting Person
EP
SCHEDULE 13G
CUSIP No. None Page 3 of 5 Pages
---------- -- --
Item 1(a). Name of Issuer:
Publix Super Markets, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
3300 Publix Corporate Parkway, Lakeland, FL 33811
Item 2(a). Name of Person Filing:
Publix Super Markets, Inc. 401(k) SMART Plan
Item 2(b). Address of Principal Business Office or, if none, Residence:
3300 Publix Corporate Parkway, Lakeland, FL 33811
Item 2(c). Citizenship:
Florida
Item 2(d). Title of Class of Securities:
Common Stock, Par Value $1.00 Per Share
Item 2(e). CUSIP Number:
None
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
f. |X| An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
Item 4. Ownership
---------------------
Information regarding ownership of common stock of the issuer:
(a) Amount beneficially owned: 47,229,609
(b) Percent of class: 5.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 47,229,609
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
47,229,609
SCHEDULE 13G
CUSIP No. None Page 4 of 5 Pages
---------- -- --
As of December 31, 2006, the Publix Super Markets, Inc. 401(k) SMART Plan
("SMART Plan") was the beneficial owner, as that term is defined under Rule
13d-3 under the Securities Exchange Act of 1934, as amended, of a total of
47,229,609 shares of the Company's common stock or approximately 5.6% of the
total outstanding shares of the Company's common stock.
On April 18, 2006, the Company's stockholders approved an increase in the
number of authorized shares of common stock from 300 million shares to 1 billion
shares to allow for a 5-for-1 stock split effective July 1, 2006. The number of
shares reported have been adjusted for the 5-for-1 stock split.
Changes that have occurred in the total number of shares of the Company's
common stock held by the SMART Plan since the filing of the initial statement
are reflected in Schedule 1 attached hereto. All such changes have been in
accordance with the terms of the SMART Plan.
Item 5. Ownership of Five Percent or Less of a Class
-----------------------------------------------------
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
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Participants in the Publix Super Markets, Inc. 401(k) SMART Plan have the
right to direct the investment and disposition of the funds held in their plan
accounts into and out of the Company's common stock through the Publix Stock
Fund offered under the plan. Vested participants also have the right upon
termination, pursuant to the terms of the plan, to elect an in-kind distribution
of the Company's common stock to the extent of their holdings in the Publix
Stock Fund. Accordingly, any dividends on the Company's common stock and the
proceeds from the sale of the Company's common stock are credited to
participants who have elected to invest in and/or dispose of such common stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
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Security Being Reported on By the Parent Holding Company or Control
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Person
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Not applicable.
Item 8. Identification and Classification of Members of the Group
------------------------------------------------------------------
Not applicable.
Item 9. Notice of Dissolution of Group
---------------------------------------
Not applicable.
Item 10. Certification
----------------------
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
SCHEDULE 13G
CUSIP No. None Page 5 of 5 Pages
-------- -- --
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 13, 2007 Publix Super Markets, Inc.
401(k) SMART Plan
By: Publix Super Markets, Inc.
Plan Administrator
By: /s/ Linda S. Kane
------------------
Linda S. Kane
Vice President Benefits
Administration and
Assistant Secretary
SCHEDULE 1
SHARES HELD BY PUBLIX SUPER MARKETS, INC.
401(k) SMART PLAN
Shares Shares
Date Acquired Disposed of Balance Description of Transaction
------ --------- ----------- ----------- --------------------------
Beginning Balance 8,649,292
Feb-06 28,921 8,620,371 Distributions to participants
Mar-06 206,528 8,826,899 Company contribution
Mar-06 429,342 9,256,241 Purchases by participants
Mar-06 169,305 9,086,936 Redemptions by participants
Mar-06 22,602 9,064,334 Distributions to participants
Apr-06 2,175 9,062,159 Distributions to participants
May-06 205,973 9,268,132 Purchases by participants
May-06 94,406 9,173,726 Redemptions by participants
May-06 5,533 9,168,193 Distributions to participants
Jun-06 4,726 9,163,467 Distributions to participants
Jul-06 36,653,869 45,817,336 5-for-1 stock split
Jul-06 21,636 45,795,700 Distributions to participants
Aug-06 1,934,139 47,729,839 Purchases by participants
Aug-06 793,896 46,935,943 Redemptions by participants
Aug-06 31,511 46,904,432 Distributions to participants
Sep-06 16,600 46,887,832 Distributions to participants
Oct-06 21,603 46,866,229 Distributions to participants
Nov-06 1,144,224 48,010,453 Purchases by participants
Nov-06 775,175 47,235,278 Redemptions by participants
Dec-06 5,669 47,229,609 Distributions to participants
----------- ---------
40,574,075 1,993,758
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