Sec Form 4 Filing - SIMONE THOMAS B @ UNITED NATURAL FOODS INC - 2010-12-16

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 SIMONE THOMAS B 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) 313 IRON HORSE WAY 3. Date of Earliest Transaction (MM/DD/YY) 12/16/2010 (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 12/17/2010 M 26,600 A $ 28.14 26,600 D Common Stock 12/17/2010 M 9,000 A $ 24.54 35,600 D Common Stock 12/17/2010 M 3,080 A $ 24.3 38,680 D Common Stock 12/17/2010 S 38,680 D $ 37.3169 ( 6 ) 0 D Common Stock 11,000 I See footnote ( 7 )

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 ( 1 ) 12/16/2010 D( 4 ) 1,599 ( 2 ) ( 2 ) Common Stock 1,599 $ 0 0 D Phantom Stock ( 3 ) 12/16/2010 A 1,599 ( 3 ) ( 3 ) Common Stock 1,599 $ 0 33,596 D Stock option (right to buy) $ 28.14 12/17/2010 M 26,600 ( 8 ) 12/01/2014( 8 ) Common Stock 26,600 $ 0 0 D Stock option (right to buy) $ 24.54 12/17/2010 M 9,000 ( 8 ) 09/16/2018( 8 ) Common Stock 9,000 $ 0 0 D Stock option (right to buy) $ 24.3 12/17/2010 M 3,080 ( 5 ) 09/11/2019( 5 ) Common Stock 3,080 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SIMONE THOMAS B 313 IRON HORSE WAY PROVIDENCE, RI02908 X Signatures Lisa N'Chonon, Power-of-Attorney, in fact 12/21/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The vesting of the last traunch of Mr. Simone's restricted stock units granted on September 11, 2009 were accelerated upon his retirement from our Board of Directors on December 16, 2010. ( 3 )The security converts to common stock on a one-for-one basis subject to the terms of the United Natural Foods, Inc. Deferred Compensation Plan and United Natural Foods, Inc. Deferred Stock Plan. ( 4 )Mr. Simone had previously elected to defer 100% of any restricted stock units granted during 2009 to the Company's Deferred Compensation Plan upon vesting. ( 5 )The stock options normally vest and become exercisable in three equal annual installments beginning on the date of grant, and expire on the tenth anniversary of the date of grant. The vesting of the last traunch of Mr. Simone's stock options granted on September 11, 2009 were accelerated upon his retirement from our Board of Directors on December 16, 2010. ( 6 )The transaction price listed is a weighted average. Actual sale prices for these dispositions ranged from $37.230 to $37.430. ( 7 )Shares held by the Thomas B. Simone and Shirley A. Simone 1990 Family Trust Agreement. ( 8 )The stock options vest and become exercisable in three equal annual installments beginning on the date of grant, and 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).

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.