Sec Form 4 Filing - SPINNER STEVEN @ UNITED NATURAL FOODS INC - 2018-09-24

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
SPINNER STEVEN
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)
President, CEO & Chairman
(Last) (First) (Middle)
C/O UNITED NATURAL FOODS, INC., 313 IRON HORSE WAY
3. Date of Earliest Transaction (MM/DD/YY)
09/24/2018
(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 09/24/2018 A( 1 ) 5,055 A $ 0 126,066 D
Common Stock 09/24/2018 A( 2 ) 27,419 A $ 0 153,485 D
Common Stock 09/24/2018 M( 3 ) 937 A $ 0 154,422 D
Common Stock 09/24/2018 F 15,661 D $ 31.84 138,761 D
Common Stock 651 I See footnote ( 4 )
7. Title and Amount of Underlying Securities
(Instr. 3 and 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 (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)
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
Vested Performance Units ( 3 ) 09/24/2018 A( 3 ) 27,419 ( 3 ) ( 3 ) Vested Performance Units 27,419 $ 0 27,419 D
Vested Performance Units ( 3 ) 09/24/2018 M 937 ( 3 ) ( 3 ) Vested Performance Units 937 $ 31.84 26,482 D
Restricted Stock Unit ( 5 ) 09/25/2018 A 53,630 ( 5 ) ( 5 ) Common Stock 53,630 $ 0 53,630 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SPINNER STEVEN
C/O UNITED NATURAL FOODS, INC.
313 IRON HORSE WAY
PROVIDENCE, RI02908
X President, CEO & Chairman
Signatures
Joseph McGrail, Power-of-Attorney, in fact 09/26/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received as a result of vesting of performance units granted September 21, 2016.
( 2 )Received as a result of vesting of performance units granted October 27, 2016.
( 3 )Represent performance units granted on October 27, 2016 that vested on September 24, 2018 but are not payable to the reporting person until the termination of the reporting person's employment with the Company or, if earlier, immediately prior to consummation of a change in control of the Company. 937 shares are being converted to common stock to pay the withholding taxes.
( 4 )Includes 651 shares of common stock allocated to the reporting person under the United Natural Foods, Inc. 401(k) Plan's UNFI Stock Fund as of September 24, 2018.
( 5 )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 agreement. The restricted stock units vest in four equal annual installments beginning on the first 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).

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.