UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

The Great Atlantic & Pacific Tea Company, Inc.

390064103
(CUSIP Number)

December 31, 2009
(Date of Event which Requires filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

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 (however, see the Notes).

 

 

SCHEDULE 13G

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SCHEDULE 13G

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SCHEDULE 13G

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SCHEDULE 13G

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SCHEDULE 13G

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SCHEDULE 13G

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SCHEDULE 13G

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ITEM 1.    (a)              Name of Issuer:

			The Great Atlantic & Pacific Tea Company, Inc. (the “Issuer”)
	(b)		Address of Issuer’s Principal Executive Offices:
			2 Paragon Drive Montvale, New Jersey 07645

ITEM 2.

	(a)		Name of Person Filing Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
			DBD Cayman Limited TCG Holdings Cayman II, L.P. TC Group Cayman Investment Holdings, L.P. TC Group CSP II, L.L.C. CSP II General Partner, L.P. Carlyle Strategic Partners II, L.P. CSP II Coinvestment, L.P.

	(b)		Address of Principal Business Office:
			The address for each of DBD Cayman Limited, TCG Holdings Cayman II, L.P. and TC Group Cayman Investment Holdings, L.P. is:
			c/o Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9001, Cayman Islands.

			The address for each of TC Group CSP II, L.L.C., CSP II General Partner, L.P., Carlyle Strategic Partners II, L.P. and CSP II Coinvestment, L.P. is:
			c/o The Carlyle Group 1001 Pennsylvania Ave. NW Suite 220 South Washington, D.C. 20004-2505.

	(c)		Citizenship of each Reporting Person is:
			DBD Cayman Limited — Cayman Islands TCG Holdings Cayman II, L.P. — Cayman Islands

SCHEDULE 13G		Page 10 of 17

			TC Group Cayman Investment Holdings, L.P. — Cayman Islands
			TC Group CSP II, L.L.C. — Delaware
			CSP II General Partner, L.P. — Delaware
			Carlyle Strategic Partners II, L.P. — Delaware
			CSP II Coinvestment, L.P. — Delaware

	(d)		Title of Class of Securities:
			Common Stock — $1 par value
	(e)		CUSIP Number:
			390064103

ITEM 3.

Not applicable.

ITEM 4. Ownership

Ownership (a-c)

The ownership information presented above represents beneficial ownership of Common Stock — $1 par value of the Issuer (the “Shares”), on the date of filing of this Schedule 13G.

Ownership as of December 31, 2009, was as follows:

																						Shared
																		Sole				power to
										Sole				Shared				power to				dispose or
										power				power to				dispose or				to direct
		Amount								to vote or				vote or to				to direct the				the
		beneficially				Percent				direct the				direct the				disposition				disposition
Reporting Person		owned				of class:				vote:				vote:				of:				of:
DBD Cayman Limited			2,852,548				5.1	%			0				2,852,548				0				2,852,548
TCG Holdings Cayman II, L.P.			2,852,548				5.1	%			0				2,852,548				0				2,852,548
TC Group Cayman Investment Holdings, L.P.			2,852,548				5.1	%			0				2,852,548				0				2,852,548
TC Group CSP II, L.L.C.			2,852,548				5.1	%			0				2,852,548				0				2,852,548
CSP II General Partner, L.P.			2,852,548				5.1	%			0				2,852,548				0				2,852,548
Carlyle Strategic Partners II, L.P.			2,756,726				4.9	%			0				2,756,726				0				2,756,726
CSP II Coinvestment, L.P.			95,822				0.2	%			0				95,822				0				95,822

     Carlyle Strategic Partners II, L.P. (“CSP II”) and CSP II Coinvestment, L.P. (“Coinvestment”) are the record owners of 2,756,726 Shares and 95,822 Shares, respectively. CSP II General Partner, L.P. is the general partner of both CSP II and Coinvestment. The sole general partner of CSP II General Partner, L.P. is TC Group CSP II, L.L.C., a limited liability company that is wholly owned by TC Group Cayman Investment Holdings, L.P. The sole general partner of TC Group Cayman Investment Holdings, L.P. is TCG Holdings Cayman II,

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L.P. The sole general partner of TCG Holdings Cayman II, L.P. is DBD Cayman Limited. Accordingly, each of CSP II General Partner, L.P., TC Group CSP II, L.L.C., TC Group Cayman Investment Holdings, L.P., TCG Holdings Cayman II, L.P., and DBD Cayman Limited may be deemed to be beneficial owners of the Shares held by CSP II and Coinvestment.

     DBD Cayman Limited has investment discretion and dispositive power over the Shares. DBD Cayman Limited is controlled by its Class A members, William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein, and all action relating to the investment and disposition of the Shares held by CSP II and Coinvestment requires their approval, based on a majority vote. William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein each disclaim beneficial ownership of the Shares held by CSP II and Coinvestment.

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

Not applicable.

ITEM 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

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 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.

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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.

Date: February 12, 2010

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LIST OF EXHIBITS

Exhibit No.		Description
A		Joint Filing Agreement

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Exhibit A

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock — $1 par value beneficially owned by each of them of The Great Atlantic & Pacific Tea Company, Inc., a Maryland Corporation. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

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     IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 12th day of February, 2010.

		TCG Holdings Cayman II, L.P.
				By: DBD Cayman Limited, as
				its general partner

		TC Group Cayman Investment Holdings, L.P.
				By: TCG Holdings Cayman II, L.P.,
				as its general partner
				By: DBD Cayman Limited, as its general
				partner

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		CSP II General Partner, L.P.
				By: TC Group CSP II, L.L.C., as its
				general partner

		Carlyle Strategic Partners II, L.P.
				By: CSP II General Partner, L.P., as its
				general partner
				By: TC Group CSP II, L.L.C., as its
				general partner

		CSP II Coinvestment, L.P.
				By: CSP II General Partner, L.P., as its
				general partner
				By: TC Group CSP II, L.L.C., as its
				general partner