Statement of Changes in Beneficial Ownership (4)
September 17 2019 - 7:10PM
Edgar (US Regulatory)
FORM 4
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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 Number:
3235-0287
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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
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SPINNER STEVEN |
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)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, CEO & Chairman
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(Last)
(First)
(Middle)
C/O UNITED NATURAL FOODS, INC., 313 IRON HORSE WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/15/2019
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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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9/15/2019
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M(1)
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4620
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A(2)
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$0 (3)
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161381
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D
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Common Stock
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9/15/2019
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F(1)
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1402
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D
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$12.09
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159979
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D
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Common Stock
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9/15/2019
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M(4)
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5030
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A(2)
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$0 (3)
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165009
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D
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Common Stock
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9/15/2019
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F(4)
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1527
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D
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$12.09
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163482
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D
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Common Stock
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651
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I
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See footnote (5)
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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
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(6)
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9/15/2019
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M
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4620
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(7)
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(7)
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Common Stock
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4620.0
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$0
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4620
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D
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Restricted Stock Unit
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(6)
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9/15/2019
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M
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5030
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(8)
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(8)
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Common Stock
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5030.0
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$0
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10060
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D
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Explanation of Responses:
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(1)
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On September 15, 2019, 4,620 shares of United Natural Foods, Inc. (the "Company") restricted stock units ("RSUs") vested. The Company retained 1,402 shares to satisfy certain tax withholding obligations in connection with the vesting of RSUs.
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(2)
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Pursuant to the Company's Equity Grant and Settlement Policy, vested shares will not be delivered to the reporting person until the Company's trading window opens.
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(3)
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RSUs 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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(4)
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On September 15, 2019, 5,030 shares of the Company's RSUs vested. The Company retained 1,527 shares to satisfy certain tax withholding obligations in connection with the vesting of RSUs.
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(5)
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Includes 651 shares of common stock allocated to the reporting person under the Company's 401(k) Plan's UNFI Stock Fund as of September 15, 2019.
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(6)
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Each RSU represents the right to receive one share of the Company's common stock upon vesting in accordance with the terms of the reporting person's RSU agreement.
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(7)
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This RSU award was granted on September 15, 2016 and vests in four equal annual installments beginning on the first anniversary of the date of grant. This Form 4 reflects the vesting of this RSU on September 15, 2019 as to 75% of the original grant amount.
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(8)
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This RSU award was granted on September 15, 2017 and vests as follows: sixty percent (60%) on the first anniversary of the grant date and an additional thirteen and 33/100 percent (13.33%) on each succeeding anniversary of the grant date so as to be expired with regard to all restricted stock units on the fourth anniversary of the grant date.
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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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SPINNER STEVEN C/O UNITED NATURAL FOODS, INC. 313 IRON HORSE WAY PROVIDENCE, RI 02908
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X
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President, CEO & Chairman
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Signatures
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Jill E. Sutton, Power-of-Attorney, in fact
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9/17/2019
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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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