Sec Form 4 Filing - GRAHAM GAIL A @ UNITED NATURAL FOODS INC - 2011-09-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GRAHAM GAIL A
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O UNITED NATURAL FOODS, INC., 313 IRON HORSE WAY
3. Date of Earliest Transaction (MM/DD/YY)
09/12/2011
(Street)
PROVIDENCE, RI02908
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 09/12/2011 M 1,064 A $ 0 9,469 ( 1 ) D
Common Stock 06/21/2012 S 2,128 D $ 51.2159 ( 2 ) 7,341 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit ( 3 ) 09/12/2011 A 3,192 ( 4 ) ( 4 ) Common Stock 3,192 $ 0 3,192 D
Restricted Stock Unit ( 3 ) 09/12/2011 M 1,064 ( 4 ) ( 4 ) Common Stock 1,064 $ 0 2,128 D
Employee Stock Option (right to buy) $ 33.9 ( 5 ) 09/12/2011 A 2,660 ( 6 ) 09/12/2021( 6 ) Common Stock 2,660 $ 0 2,660 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GRAHAM GAIL A
C/O UNITED NATURAL FOODS, INC.
313 IRON HORSE WAY
PROVIDENCE, RI02908
X
Signatures
Lisa N'Chonon, Power-of-Attorney, in-fact 06/25/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This balance of shares is reflective of all transactions by the reporting person from the date of this transaction through June 20, 2012.
( 2 )The transaction price listed is a weighted average. Actual sale prices for these dispositions ranged from $51.18 to $51.23.
( 3 )Each restricted stock unit represents the right to receive one share of United Natural Foods, Inc. common stock upon vesting in accordance with the terms of the reporting person's restricted stock unit award agreement.
( 4 )The restricted stock units vest as follows: one-third vested on the date of grant, and the remaining two-thirds of the award vest in two equal annual installments beginning on the first anniversary of the date of grant.
( 5 )United Natural Foods, Inc.'s closing price on the NASDAQ National Market on September 12, 2011.
( 6 )The stock options vest and becomes exercisable as follows: one third on the date of grant, with the remainder in two equal annual installments beginning on the first anniversary of the date of grant. The stock options expire on the tenth anniversary of the date of grant.

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).

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