|
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 |
|
| ||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (3) | 09/12/2011 | A | 22,860 | (4) | (4) | Common Stock | 22,860 | $ 0 | 22,860 | D | ||||
| Employee Stock Option (right to buy) | $ 37.82 (5) | 09/12/2011 | A | 17,150 | (6) | 09/12/2021 | Common Stock | 17,150 | $ 0 | 17,150 | 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 | 09/15/2011 | |
| **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) | Effective September 12, 2011, the Compensation Committee of the Board of Directors of United Natural Foods, Inc. (the "Company") granted an award of 25,000 performance shares to the reporting person. The vesting of these performance shares are subject to the Company' attainment of certain levels of earnings before interest and taxes and return on invested capital for the performance period from July 31, 2011 through July 28, 2012. The actual number of performance shares that vest can range from 0% to 200% of the 25,000 granted. |
| (2) | Includes 258 shares of common stock allocated to the reporting person under the United Natural Foods, Inc. Employee Stock Ownership Plan as well as 2,260 shares held by a daughter(1) of the reporting person, 1,500 shares held by a daughter(2) of the reporting person, and 1,500 shares held by the brother of the reporting person, as custodian for a daughter(3) of the reporting person as of September 13, 2011. |
| (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 agreement. |
| (4) | The restricted stock units vest in four 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 in four equal annual installments beginning on the first anniversary of the date of grant. |