Amended Statement of Ownership (sc 13g/a)
February 09 2023 - 06:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
United Natural Foods, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
911163103
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☒ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures
provided in a prior cover page.
|
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
CUSIP No. 911163103
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1. |
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Names of Reporting Persons
Kiltearn Partners LLP
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2. |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of Organization
United Kingdom
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5. |
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Sole Voting Power
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6. |
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Shared Voting Power
2,147,201
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7. |
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Sole Dispositive Power
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8. |
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Shared Dispositive Power
2,147,201
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
2,147,201
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10. |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐
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11. |
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Percent of Class Represented by Amount in Row (9)
3.59% (based on 59,831,508 shares of common stock
outstanding as of December 2, 2022, as reported in the Issuer’s
Report on Form 10-Q filed with the Securities and
Exchange Commission on December 7, 2022).
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12. |
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Type of Reporting Person (See Instructions)
PN/IA
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2
CUSIP No. 911163103
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1. |
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Names of Reporting Persons
Kiltearn Limited
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2. |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of Organization
United Kingdom
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5. |
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Sole Voting Power
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6. |
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Shared Voting Power
2,147,201
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7. |
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Sole Dispositive Power
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8. |
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Shared Dispositive Power
2,147,201
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
2,147,201
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10. |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐
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11. |
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Percent of Class Represented by Amount in Row (9)
3.59% (based on 59,831,508 shares of common stock
outstanding as of December 2, 2022, as reported in the Issuer’s
Report on Form 10-Q filed with the Securities and
Exchange Commission on December 7, 2022).
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12. |
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Type of Reporting Person (See Instructions)
HC/IA
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3
CUSIP No. 911163103
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1. |
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Names of Reporting Persons
Murdoch Murchison
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2. |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☒
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3. |
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SEC Use Only
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4. |
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Citizenship or Place of Organization
United Kingdom
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5. |
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Sole Voting Power
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6. |
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Shared Voting Power
2,147,201
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7. |
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Sole Dispositive Power
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8. |
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Shared Dispositive Power
2,147,201
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9. |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
2,147,201
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10. |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐
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11. |
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Percent of Class Represented by Amount in Row (9)
3.59% (based on 59,831,508 shares of common stock
outstanding as of December 2, 2022, as reported in the Issuer’s
Report on Form 10-Q filed with the Securities and
Exchange Commission on December 7, 2022).
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12. |
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Type of Reporting Person (See Instructions)
HC/IN
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4
United Natural Foods, Inc.
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(b) |
Address of Issuer’s Principal Executive Offices
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313 Iron Horse Way, Providence, RI 02908
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(a) |
Name of Person Filing
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1) Kiltearn Partners LLP
2) Kiltearn Limited
3) Murdoch Murchison
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(b) |
Address of Principal Business Office or, if none,
Residence
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1) Kiltearn Partners LLP - Exchange Place 3, 3 Semple Street,
Edinburgh, United Kingdom EH3 8BL
2) Kiltearn Limited - Exchange Place 3, 3 Semple Street, Edinburgh,
United Kingdom EH3 8BL
3) Murdoch Murchison - Exchange Place 3, 3 Semple Street,
Edinburgh, United Kingdom EH3 8BL
1) Kiltearn Partners LLP - United Kingdom
2) Kiltearn Limited - United Kingdom
3) Murdoch Murchison - United Kingdom
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(d) |
Title of Class of Securities
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Common Stock, par value $0.01 per share
911163103
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
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(a)
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☐ |
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Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o); |
(b)
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Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c); |
(c)
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Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c); |
(d)
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Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
(e)
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☒ |
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
(f)
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☐ |
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An employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F); |
(g)
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☒ |
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A parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G); |
(h)
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A savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
(i)
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☐ |
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A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3); |
(j)
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☐ |
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A non-U.S.
institution in accordance with § 240.13d–1(b)(1)(ii)(J); |
(k)
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☐ |
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Group, in accordance with §
240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with§ 240.13d–1(b)(1)(ii) (J), please specify the type of
institution: |
5
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
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(a) |
Amount beneficially owned:
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Incorporated by reference to Item 9 of the cover page pertaining to
each Reporting Person. Each of the Reporting Persons disclaims any
beneficial ownership of these shares, and this report shall not be
deemed an admission that any of the Reporting Persons are the
beneficial owner of any of the shares for any purpose, except to
the extent of any pecuniary interest therein.
Incorporated by reference to Item 11 of the cover page pertaining
to each Reporting Person. The percentage amounts are based on
59,831,508 shares of Common Stock outstanding as of
December 2, 2022, as reported in the Issuer’s Report on Form
10-Q filed with the
Securities and Exchange Commission on December 7, 2022.
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote
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Incorporated by reference to Item 5 of the cover page pertaining to
each Reporting Person.
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(ii) |
Shared power to vote
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or to direct the vote Incorporated by reference to Item 6 of the
cover page pertaining to each Reporting Person
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(iii) |
Sole power to dispose or to direct the disposition
of
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Incorporated by reference to Item 7 of the cover page pertaining to
each Reporting Person.
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(iv) |
Shared power to dispose or to direct the disposition
of
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Incorporated by reference to Item 8 of the cover page pertaining to
each Reporting Person.
Item 5. |
Ownership of Five Percent or Less of a
Class
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If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following ☒.
Item 6. |
Ownership of More than Five Percent on Behalf of
Another Person
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Not applicable.
Item 7. |
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding
Company or Control Person
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Not applicable.
Item 8. |
Identification and Classification of Members of the
Group
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Not applicable.
6
Item 9. |
Notice of Dissolution of Group
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Not applicable.
By signing below we each certify that, to the best of our knowledge
and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
7
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
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KILTEARN PARTNERS LLP |
Date: February 8, 2023 |
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By: |
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/s/
Douglas McArthur |
Title: |
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Chief Compliance Officer |
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KILTEARN LIMITED |
Date: February 8, 2023 |
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By: |
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/s/
Murdoch Murchison |
Title: Director |
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MURDOCH MURCHISON |
Date: February 8, 2023 |
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By: |
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/s/
Murdoch Murchison |
ATTENTION
Intentional misstatements or omissions of fact
constitute Federal Criminal Violations (See 18 U.S.C.
1001).
8
INDEX TO EXHIBITS
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Exhibit
No.
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Exhibit
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99.1 |
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Joint Filing Agreement |
9
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