Statement of Changes in Beneficial Ownership (4)
September 19 2017 - 4:21PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Zechmeister Michael Paul
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2. Issuer Name
and
Ticker or Trading Symbol
UNITED NATURAL FOODS INC
[
UNFI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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(Last)
(First)
(Middle)
C/O UNITED NATURAL FOODS, INC., 313 IRON HORSE WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/15/2017
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(Street)
PROVIDENCE, RI 02908
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/15/2017
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M
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2845
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A
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$0
(1)
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9546
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D
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Common Stock
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9/15/2017
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F
(2)
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949
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D
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$39.74
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8597
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D
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Common Stock
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9/17/2017
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M
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7352
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A
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$0
(1)
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15949
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D
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Common Stock
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9/17/2017
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F
(3)
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2452
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D
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$39.74
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13497
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Unit
(4)
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(5)
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9/15/2017
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M
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2845
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(6)
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(6)
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Common Stock
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2845.0
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$0
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8535
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D
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Restricted Stock Unit
(7)
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(5)
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9/15/2017
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A
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11610
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(6)
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(6)
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Common Stock
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11610.0
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$0
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11610
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D
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Restricted Stock Unit
(8)
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(5)
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9/17/2017
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M
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7352
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(6)
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(6)
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Common Stock
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7352.0
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$0
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14705
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D
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Explanation of Responses:
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(1)
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Restricted stock units convert into common stock on a one-for-one basis. Accordingly, there was no purchase price paid by the reporting person.
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(2)
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On September 16, 2017, 2,845 shares of United Natural Foods, Inc. (the "Company") restricted stock units vested. The Company retained 949 shares on that date to satisfy certain tax withholding obligations in connection with the vesting.
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(3)
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On September 17, 2017, 7,352 shares of United Natural Foods, Inc. (the "Company") restricted stock units vested. The Company retained 2,452 shares on that date to satisfy certain tax withholding obligations in connection with the vesting.
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(4)
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Award Date: September 15, 2016
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(5)
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Each restricted stock unit represents the right to receive one share of United Natural Foods, Inc. common stock upon vesting in accordance with the terms of the reporting person's restricted stock unit agreement.
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(6)
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The restricted stock units vest in four equal annual installments beginning on the first anniversary of the date of grant.
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(7)
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Award Date: September 15, 2017
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(8)
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Award Date: September 17, 2015
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Zechmeister Michael Paul
C/O UNITED NATURAL FOODS, INC.
313 IRON HORSE WAY
PROVIDENCE, RI 02908
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Chief Financial Officer
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Signatures
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Joseph McGrail, Power-of-Attorney, in fact
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9/19/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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