Statement of Changes in Beneficial Ownership (4)
October 03 2019 - 5:16PM
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 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
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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) 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)
10/1/2019
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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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10/1/2019
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A
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1799 (1)
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A
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$0 (2)
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191212
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D
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Common Stock
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10/1/2019
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A
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38795 (3)
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A
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$0 (2)
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230007
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D
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Common Stock
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10/2/2019
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F(4)
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18407
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D
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$8.17
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211600
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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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Vested Performance Units
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(2)
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10/1/2019
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A (6)
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38793
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(6)
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(6)
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Vested Performance Units
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38793.0
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$0
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38793
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D
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Vested Performance Units
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(2)
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10/2/2019
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F (6)
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1325
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(6)
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(6)
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Vested Performance Units
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1325.0
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$8.17
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37468
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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Shares retained by the Company to satisfy certain tax withholding obligations in connection with the vesting of PSUs.
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(5)
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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.
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(6)
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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.
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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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CEO & Chairman
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Signatures
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Jill E. Sutton, Power-of-Attorney, in fact
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10/3/2019
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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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