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Ownership Document |
Schema Version: X0306 |
Document Type: 4 |
Period of Report: 9/15/20 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1020859 |
| Issuer Name: UNITED NATURAL FOODS INC |
| Issuer Trading Symbol: UNFI |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1557425 |
| | Owner Name: TESTA CHRISTOPHER P. |
| Reporting Owner Address: |
| | Owner Street 1: C/O UNFI |
| | Owner Street 2: 313 IRON HORSE WAY |
| | Owner City: PROVIDENCE |
| | Owner State: RI |
| | Owner ZIP Code: 02908 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: President |
| | Other Text: |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 9/15/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 25,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| Footnote ID: F2 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 43,572 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 9/15/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,585 |
| | | Transaction Price Per Share: |
| Value: 17.08 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 35,987 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 9/15/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | | Footnote ID: F4 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,350 |
| | | Transaction Price Per Share: |
| Value: 0 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| Footnote ID: F2 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 37,337 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 9/15/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 410 |
| | | Transaction Price Per Share: |
| Value: 17.08 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 36,927 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 9/15/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | | Footnote ID: F5 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,345 |
| | | Transaction Price Per Share: |
| Value: 0 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| Footnote ID: F2 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 38,272 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 9/15/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 409 |
| | | Transaction Price Per Share: |
| Value: 17.08 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 37,863 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Unit |
| | Conversion or Exercise Price: |
| | | Footnote ID: F6 |
| | Transaction Date: |
| | | Value: 9/15/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 25,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F7 |
| | Expiration Date: |
| | | Footnote ID: F7 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 25,000.0 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Unit |
| | Conversion or Exercise Price: |
| | | Footnote ID: F6 |
| | Transaction Date: |
| | | Value: 9/15/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,350 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F8 |
| | Expiration Date: |
| | | Footnote ID: F8 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 1,350.0 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Unit |
| | Conversion or Exercise Price: |
| | | Footnote ID: F6 |
| | Transaction Date: |
| | | Value: 9/15/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,345 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F9 |
| | Expiration Date: |
| | | Footnote ID: F9 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 1,345.0 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,345 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: 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. |
| Footnote - F2: 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. |
| Footnote - F3: RSUs convert into common stock on a one-for-one basis. Accordingly, there was no purchase price paid by the reporting person. |
| Footnote - F4: 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. |
| Footnote - F5: 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. |
| Footnote - F6: 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. |
| Footnote - F7: 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. |
| Footnote - F8: 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. |
| Footnote - F9: 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. |
Owner Signature: |
| Signature Name: /s/ Jill E. Sutton, Power-of-Attorney, in fact |
| Signature Date: 9/17/20 |