Statement of Changes in Beneficial Ownership (4)

Date : 10/03/2019 @ 9:16PM
Source : Edgar (US Regulatory)
Stock : United Natural Foods Inc (UNFI)
Quote : 7.07  -2.8 (-28.37%) @ 12:10AM
After Hours
Last Trade
Last $ 7.20 ▲ 0.13 (1.84%)

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
                                                                                  
OMB APPROVAL
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 *

SPINNER STEVEN
2. Issuer Name and Ticker or Trading Symbol

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

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO & Chairman
(Last)          (First)          (Middle)

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

10/1/2019
(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  10/1/2019    A    1799 (1) A $0 (2) 191212  D   
Common Stock  10/1/2019    A    38795 (3) A $0 (2) 230007  D   
Common Stock  10/2/2019    F(4)    18407  D $8.17  211600  D   
Common Stock                 651  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
Vested Performance Units   (2) 10/1/2019    A (6)    38793       (6)  (6) Vested Performance Units  38793.0  $0  38793  D   
Vested Performance Units   (2) 10/2/2019    F (6)       1325    (6)  (6) Vested Performance Units  1325.0  $8.17  37468  D   

Explanation of Responses:
(1)  Reflects the number of performance units ("PSUs") earned after the Compensation Committee's certification to the achievement of performance under the terms of a PSU award granted on September 15, 2017.
(2)  PSUs are settled in shares of common stock on a one-for-one basis. Accordingly, there was no purchase price paid by the reporting person.
(3)  Reflects the number of PSUs earned after the Compensation Committee's certification to the achievement of performance under the terms of a PSU award granted on October 27, 2016.
(4)  Shares retained by the Company to satisfy certain tax withholding obligations in connection with the vesting of PSUs.
(5)  Includes 651 shares of common stock allocated to the reporting person under the United Natural Foods, Inc. 401(k) Plan's UNFI Stock Fund as of September 15, 2019.
(6)  Represents the portion of PSUs earned after the Compensation Committee's certification to the achievement of performance under the terms of a PSU award granted on October 27, 2016, which are not payable to the reporting person until the termination of the reporting person's employment with the Company or, if earlier, immediately prior to consummation of a change in control of the Company. 1,325 shares are being converted to common stock and retained by the Company to satisfy certain tax withholding obligations in connection with the vesting of these PSUs.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SPINNER STEVEN
C/O UNITED NATURAL FOODS, INC.
313 IRON HORSE WAY
PROVIDENCE, RI 02908
X
CEO & Chairman

Signatures
Jill E. Sutton, Power-of-Attorney, in fact 10/3/2019
**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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