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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HAUB ERIVAN KARL 		2. Issuer Name and Ticker or Trading Symbol

GREAT ATLANTIC & PACIFIC TEA CO INC [ GAP ] 		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)

WISSOLLSTRASSE 5-43 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/4/2009
(Street)

45478 MULHEIM AN DER RUHR, 2M 
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Series A-T Preferred Stock   (1) $5.00   (2) 8/4/2009     P      3600       8/5/2009   (4) 8/1/2016   Common Stock, $1 par value   720000   (5) $1000   3600   D    
Series A-T Preferred Stock   (1) $5.00   (2) 8/4/2009     J   (3)       3600    8/5/2010   (4) 8/1/2016   Common Stock, $1 par value   720000   (5) $0   0   D    
Series A-T Preferred Stock   (1) $5.00   (2) 8/4/2009     J   (3)    60000       8/5/2010   (4) 8/1/2016   Common Stock, $1 par value   12000000   $0   60000   I   Limited Partnership   (6)

Explanation of Responses:
( 1)  The 8% Cumulative Convertible Preferred Stock, Series A-T, without par value, due August 1, 2016 (the "Series A-T Preferred Stock").
( 2)  The Series A-T Preferred Stock was acquired for $1,000 per share and each share of Series A-T Preferred Stock is initially convertible into 200 shares of Common Stock (the "Conversion Rate"), which represents a Common Stock price per share of $5.00. The Conversion Rate is subject to change.
( 3)  The full right, title and ownership of the Series A-T Preferred Stock was contributed to Tengelmann Warenhandelsgesellschaft KG, a limited partnership organized under the laws of the Federal Republic of Germany ("Tengelmann").
( 4)  The Series A-T Preferred Stock is not presently convertible into Common Stock but will become convertible on August 5, 2010, at the holder's option, subject to any limitations imposed by any stockholder approval requirements of the New York Stock Exchange.
( 5)  The value set forth in this field is based upon the Conversion Rate as of August 4, 2009.
( 6)  Each share of the Series A-T Preferred Stock is owned by Tengelmann. The reporting person expressly declares that the filing of this statement is not an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Series A-T Preferred Stock owned by Tengelmann, except to the extent of the reporting person's pecuniary interest in the Series A-T Preferred Stock.

Remarks:
*The reporting person is a citizen of the Federal Republic of Germany.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HAUB ERIVAN KARL
WISSOLLSTRASSE 5-43
45478 MULHEIM AN DER RUHR, 2M 
X


Signatures
Erivan Karl Haub, by Christian Wilhelm Erich Haub (Attorney-in-Fact) 8/6/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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