SEC Info - Spinner Steven - ‘4’ for 3/16/20 re: United Natural Foods Inc.

FORM 4

UNITED 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

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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).

1. Name and Address of Reporting Person^*

SPINNER STEVEN

(Last)

(First)

(Middle)

C/O UNITED NATURAL FOODS, INC.

313 IRON HORSE WAY

(Street)

PROVIDENCE

02908

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
3/16/20

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	3/16/20		M		8,125	A	⁽¹⁾	217,725 ⁽²⁾	D
Common Stock	3/16/20		F ⁽³⁾		3,576	D	$7.39	214,149	D
Common Stock								650	I	See footnote ⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	3/16/20		M			8,125 ⁽⁵⁾	⁽¹⁾	⁽¹⁾	Common Stock	8,125 ⁽⁵⁾	$0	0	D

Explanation of Responses:

(1) Each phantom stock unit was the economic equivalent of one share of United Natural Foods, Inc. (the "Company") common stock. On March 16, 2020, the reporting person's phantom stock units were settled for an equal number of shares of the Company's common stock in connection with the termination of the United Natural Foods, Inc. Deferred Compensation Plan.

(2) As a result of a computational error, the amount of securities reported as beneficially owned on the Form 4 filed by the reporting person on September 10, 2012 was overstated by 2,000 shares. The amount of securities reported as beneficially owned on this Form 4 has been adjusted accordingly.

(3) Shares retained by the Company to satisfy certain tax withholding obligations in connection with the settlement of phantom stock units.

(4) Includes 650 shares of common stock allocated to the reporting person under the United Natural Foods, Inc. 401(k) Plan's UNFI Stock Fund as of March 15, 2020.

(5) Includes one share omitted from prior reports due to rounding error.

Remarks:

	/s/ Jill E. Sutton, Power-of-Attorney, in fact	3/18/20
	** 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 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.

Spinner Steven – ‘4’ for 3/16/20 re: United Natural Foods Inc.

On: Wednesday, 3/18/20, at 4:36pm ET · For: 3/16/20 · Accession #: 1020859-20-18 · File #: 1-15723

Previous ‘4’: ‘4’ on 12/20/19 for 12/19/19 · Next: ‘4’ on 5/14/20 for 5/12/20 · Latest: ‘4’ on 8/17/23 for 8/15/23

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

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

Spinner Steven – ‘4’ for 3/16/20 re: United Natural Foods Inc.

On: Wednesday, 3/18/20, at 4:36pm ET · For: 3/16/20 · Accession #: 1020859-20-18 · File #: 1-15723

Previous ‘4’: ‘4’ on 12/20/19 for 12/19/19 · Next: ‘4’ on 5/14/20 for 5/12/20 · Latest: ‘4’ on 8/17/23 for 8/15/23

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

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

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