|
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 | (4) | 09/10/2012 | M | 5,918 | (5) | (5) | Common Stock | 5,918 | $ 0 | 11,836 | D | ||||
Restricted Stock Unit | (4) | 09/11/2012 | M | 6,094 | (5) | (5) | Common Stock | 6,094 | $ 0 | 10,156 | D | ||||
Restricted Stock Unit | (4) | 09/11/2012 | D | 2,031 | (5) | (5) | Common Stock | 2,031 | $ 0 | 8,125 | D | ||||
Phantom Stock | $ 0 | 09/11/2012 | A(2) | 2,031 | (6) | (6) | Common Stock | 2,031 | $ 0 | 6,093 | 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 | 09/14/2012 | |
**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 10, 2012, 5,918 shares of United Natural Foods, Inc. (the "Company") restricted stock units vested. The Company retained 1,906 shares on that date to satisfy certain tax withholding obligations in connection with the vesting of such shares. |
(2) | On September 11, 2012, 8,125 shares of the Company's restricted stock units vested. Of these shares, the reporting person had previously elected to defer 2,031 shares to the Company's Deferred Compensation Plan. The Company retained 2,602 shares on September 11, 2012 to satisfy certain tax withholding obligations in connection with the vesting of such shares. |
(3) | Includes 466 shares of common stock allocated to the reporting person under the United Natural Foods, Inc. Employee Stock Ownership Plan as well as 1,500 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 11, 2012. |
(4) | 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. |
(5) | The restricted stock units vest in four equal annual installments beginning on the first anniversary of the date of grant. |
(6) | 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. |
(7) | Subsequent to the filing of the original Form 4 on September 12, 2012, and error was discovered in the calculation of tax withholding for the reporting person, and therefore the number of shares to be withheld. As a result of this correction, the Form 4 has been amended to reflect the correct withholding of 2,602 shares rather than the 1,992 shares originally reported. |