Statement of Changes in Beneficial Ownership (4)

Date : 09/19/2019 @ 9:06PM
Source : Edgar (US Regulatory)
Stock : United Natural Foods Inc (UNFI)
Quote : 7.95  -0.02 (-0.25%) @ 11:35PM
After Hours
Last Trade
Last $ 7.95 ◊ 0.00 (0.00%)

Statement of Changes in Beneficial Ownership (4)

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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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
                      

1. Name and Address of Reporting Person *

Benedict Danielle
2. Issuer Name and Ticker or Trading Symbol

UNITED NATURAL FOODS INC [ UNFI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Human Resource Officer
(Last)          (First)          (Middle)

C/O UNITED NATURAL FOODS, INC., 313 IRON HORSE WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

9/17/2019
(Street)

PROVIDENCE, RI 02908
(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
Common Stock  9/17/2019    M(1)    632  A(2) $0 (3) 8892  D   
Common Stock  9/17/2019    F(1)    192  D $13.12  8700  D   
Common Stock  9/17/2019    M(4)    48  A(2) $0 (3) 8748  D   
Common Stock  9/17/2019    F(4)    15  D $13.12  8733  D   
Common Stock                 16  I  See Footnote (5)

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
Restricted Stock Unit   (6) 9/17/2019    M        632    (7)  (7) Common Stock  632.0  $0  0  D   
Restricted Stock Unit   (6) 9/17/2019    M        48    (7)  (7) Common Stock  48.0  $0  0  D   

Explanation of Responses:
(1)  On September 17, 2019, 632 shares of United Natural Foods, Inc. (the "Company") restricted stock units ("RSU") vested. The Company retained 192 shares on that date to satisfy certain tax withholding obligations in connection with the vesting.
(2)  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.
(3)  RSUs convert into common stock on a one-for-one basis. Accordingly, there was no purchase price paid by the reporting person.
(4)  On September 17, 2019, 48 shares of the Company's RSUs vested. The Company retained 15 shares on that date to satisfy certain tax withholding obligations in connection with the vesting.
(5)  Includes 16 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.
(6)  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.
(7)  This RSU award was granted on September 17, 2015 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 award on September 17, 2019 as to 100% of the original grant amount.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Benedict Danielle
C/O UNITED NATURAL FOODS, INC.
313 IRON HORSE WAY
PROVIDENCE, RI 02908


Chief Human Resource Officer

Signatures
Jill E. Sutton, Power-of-Attorney, in fact 9/19/2019
**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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