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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Unit (6) | $ 0 | 09/10/2014 | M | 5,918 | (7) | (7) | Common Stock | 5,918 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SPINNER STEVEN C/O UNITED NATURAL FOODS, INC. 313 IRON HORSE WAY PROVIDENCE, RI 02908 |
X | President and CEO |
Lisa N'Chonon, Power-of-Attorney, in fact | 09/11/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On September 9, 2014, the Compensation Committee of the Board of Directors of United Natural Foods, Inc. ("the Company") reviewed the Company's earnings before interest and taxes and return on invested capital for August 4, 2013 through August 2, 2014 (the "Performance Period") in comparison to performance targets for the 22,229 shares awarded on September 16, 2013, which could range from 0% to 200%. After reviewing the Company's financial performance in comparison to the performance targets, the Compensation Committee approved the vesting of 19,396 of the preformance shares and the resulting issuance of 19,396 shares of the Company's Common Stock to the reporting person, both of which were effective as of the date of the approval of vesting by the Compensation Committee. The reporting person previously reported the award of 22,229 shares constituting the targeted award. |
(2) | Following the Compensation Committee's determination regarding the vesting of the performance shares in footnote 1, the Company retained 7,042 shares of the shares issuable to the reporting person to satisfy the related tax withholding obligations based on the Company's closing stock price on the date of approval of vesting by the Compensation Committee. |
(3) | Restricted stock units convert into common stock on a one-for-one basis. Accordingly, there was no purchase price paid by the reporting person. |
(4) | On September 10, 2014 5,918 shares of United Natural Foods, Inc. (the "Company") restricted stock units vested. The Company retained 2,838 shares on that date to satisfy certain tax withholding obligations in connection with the vesting. |
(5) | Includes 593 shares of common stock allocated to the reporting person under the United Natural Foods, Inc. Employee Stock Ownership Plan as well as 1,700 shares held by a daughter(1) of the reporting person, 1,700 shares held by a daughter(2) of the reporting person, and 1,700 shares held by the brother of the reporting person, as custodian for a daughter(3) of the reporting person as of September 9, 2014. |
(6) | 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. |
(7) | The restricted stock units vest in four equal annual installments beginning on the first anniversary of the date of grant. |