Amended Statement of Changes in Beneficial Ownership (4/a)
20 March 2018 - 7:16AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
FUNK MICHAEL S
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2. Issuer Name
and
Ticker or Trading Symbol
UNITED NATURAL FOODS INC
[
UNFI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O UNITED NATURAL FOODS, INC., 313 IRON HORSE WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/16/2015
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(Street)
PROVIDENCE, RI 02908
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
9/18/2015
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/16/2015
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M
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2000
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A
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$0
(1)
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30492
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D
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Common Stock
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9/16/2015
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F
(2)
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752
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D
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$50.19
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29740
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D
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Common Stock
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9/17/2015
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M
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3000
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A
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$0
(1)
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32740
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D
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Common Stock
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9/17/2015
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F
(3)
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1128
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D
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$51.52
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31612
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D
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Common Stock
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4223
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I
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See footnote
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Unit
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(5)
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9/16/2015
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M
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2000
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(6)
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(6)
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Common Stock
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2000.0
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$0
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0
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D
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Restricted Stock Unit
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(5)
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9/17/2015
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A
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6000
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(7)
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(7)
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Common Stock
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6000.0
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$0
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6000
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D
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Restricted Stock Unit
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(5)
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9/17/2015
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M
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3000
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(7)
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(7)
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Common Stock
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3000.0
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$0
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3000
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D
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Explanation of Responses:
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(1)
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Restricted stock units convert into common stock on a one-for-one basis. Accordingly, there was no purchase price paid by the reporting person.
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(2)
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On September 16, 2015, 2,000 shares of United Natural Foods, Inc. (the "Company") restricted stock units vested. The Company retained 752 shares on that date to satisfy certain tax withholding obligations in connection with the vesting.
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(3)
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On September 17, 2015, 3,000 shares of United Natural Foods, Inc. (the "Company") restricted stock units vested. The Company retained 1,128 shares on that date to satisfy certain tax withholding obligations in connection with the vesting.
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(4)
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Represents 4,223 shares of common stock allocated to the reporting person under the United Natural Foods, Inc. Employee Stock Ownership Plan as of September 16, 2015.
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(5)
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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.
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(6)
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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.
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(7)
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The restricted stock units vest as follows: one-half vests on the date of grant and the remaining one-half vests on the 6 month anniversary of the date of grant.
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Remarks:
The shares reported as being directly owned following the transaction reported on September 17, 2015 were inadvertently overstated by 6,000 shares. This amended form reflects a correction to the number of shares beneficially owned as of September 18, 2015, the original date of the Form 4 being amended by this filing. Forms 4 filed on each of the following dates were also inadvertently overstated by 6,000 shares: March 21, 2016, September 16, 2016, March 17, 2017, and September 19, 2017.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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FUNK MICHAEL S
C/O UNITED NATURAL FOODS, INC.
313 IRON HORSE WAY
PROVIDENCE, RI 02908
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X
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Signatures
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Joseph McGrail, Power-of-Attorney, in fact
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3/19/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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