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Testa Christopher P. – ‘4’ for 9/15/20 re: United Natural Foods Inc.

On:  Thursday, 9/17/20, at 5:41pm ET   ·   For:  9/15/20   ·   Accession #:  1020859-20-57   ·   File #:  1-15723

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/17/20  Testa Christopher P.              4                      1:15K  United Natural Foods Inc.         United Natural Foods Inc

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      3K 
                Securities by an Insider --                                      
                wf-form4_160037887298852.xml/3.6


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider — wf-form4_160037887298852.xml/3.6
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TESTA CHRISTOPHER P.
(Last)(First)(Middle)
C/O UNFI
313 IRON HORSE WAY
(Street)
PROVIDENCERI02908
(City)(State)(Zip)
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
XOfficer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
9/15/20
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction 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)
CodeVAmount(A) or (D)Price
Common Stock 9/15/20 M (1) 25,000A (2)$0 (3)43,572D
Common Stock 9/15/20 F 7,585D$17.0835,987D
Common Stock 9/15/20 M (4) 1,350A (2)$0 (3)37,337D
Common Stock 9/15/20 F 410D$17.0836,927D
Common Stock 9/15/20 M (5) 1,345A (2)$0 (3)38,272D
Common Stock 9/15/20 F 409D$17.0837,863D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction 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 (Month/Day/Year)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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit (6) 9/15/20 M 25,000 (7) (7)Common Stock25,000$00D
Restricted Stock Unit (6) 9/15/20 M 1,350 (8) (8)Common Stock1,350$00D
Restricted Stock Unit (6) 9/15/20 M 1,345 (9) (9)Common Stock1,345$01,345D
Explanation of Responses:
(1)  On September 15, 2020, 25,000 shares of United Natural Foods, Inc. (the "Company") restricted stock units ("RSUs") vested. The Company retained 7,585 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 15, 2020, 1,350 RSUs vested. The Company retained 410 shares on that date to satisfy certain tax withholding obligations in connection with the vesting.
(5)  On September 15, 2020, 1,345 RSUs vested. The Company retained 409 shares on that date to satisfy certain tax withholding obligations in connection with the vesting.
(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 restricted stock unit agreement.
(7)  This RSU award was granted on September 16, 2016 and vests in one installment on the fourth anniversary of the date of grant. This Form 4 reflects the vesting of this RSU on September 15, 2020 as to 100% of the original grant amount.
(8)  This RSU award was granted on September 15, 2016 and vests in four equal annual installments beginning on the on the first anniversary of the date of grant. This Form 4 reflects the vesting of this RSU on September 15, 2020 as to 100% of the original grant amount.
(9)  This RSU award was granted on September 15, 2017 and vests in four equal annual installments beginning on the on the first anniversary of the date of grant. This Form 4 reflects the vesting of this RSU on September 15, 2020 as to 75% of the original grant amount.
Remarks:
Effective August 31, 2020, the issuer liquidated the United Natural Foods, Inc. 401(k) Plan's UNFI Stock Fund. Accordingly, the reporting person no longer holds shares through his 401k.
/s/ Jill E. Sutton, Power-of-Attorney, in fact 9/17/20
** Signature of Reporting PersonDate
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 Number.
____________
Transaction Codes:
    F    Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.
    M    Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.

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