UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Publix Super Markets, Inc.
--------------------------
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
---------------------------------------
(Title of Class of Securities)
None
--------------
(CUSIP Number)
December 31, 2007
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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 49,765,483
Beneficially
Owned By 6 Shared Voting Power 0
Each
Reporting 7 Sole Dispositive Power 0
Person
With: 8 Shared Dispositive Power 49,765,483
9 Aggregate Amount Beneficially Owned by Each Reporting Person
49,765,483
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares |_|
Not applicable.
11 Percent of Class Represented by Amount in Row (9)
6.0%
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: 49,765,483
(b) Percent of class: 6.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 49,765,483
(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: 49,765,483
SCHEDULE 13G
CUSIP No. None Page 4 of 5 Pages
---------- -- --
As of December 31, 2007, 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
49,765,483 shares of the Company's common stock or approximately 6.0% of the
total outstanding shares of the Company's common stock.
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 first
amendment to 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
------
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 12, 2008 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 47,229,609
Feb-07 115,752 47,113,857 Distributions to participants
Mar-07 917,748 48,031,605 Company contribution
Mar-07 1,616,879 49,648,484 Purchases by participants
Mar-07 1,162,405 48,486,079 Redemptions by participants
Mar-07 38,978 48,447,101 Distributions to participants
Apr-07 9,409 48,456,510 Purchases by participants
Apr-07 27,770 48,428,740 Distributions to participants
May-07 793,762 49,222,502 Purchases by participants
May-07 622,872 48,599,630 Redemptions by participants
May-07 23,074 48,576,556 Distributions to participants
Jun-07 18,440 48,558,116 Distributions to participants
Jul-07 7,570 48,550,546 Distributions to participants
Aug-07 2,142,455 50,693,001 Purchases by participants
Aug-07 919,415 49,773,586 Redemptions by participants
Aug-07 60,086 49,713,500 Distributions to participants
Sep-07 34,241 49,679,259 Distributions to participants
Oct-07 38,264 49,640,995 Distributions to participants
Nov-07 1,149,257 50,790,252 Purchases by participants
Nov-07 1,021,958 49,768,294 Redemptions by participants
Nov-07 2,811 49,765,483 Distributions to participants
-----------------------
6,629,510 4,093,636
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