SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BEAUDRY MICHAEL

(Last)

(First)

(Middle)

260 LAKE ROAD

(Street)

DAYVILLE

06241

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED NATURAL FOODS INC [ UNFI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Eastern Region President

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/07/2007		F		603	D	⁽¹⁾	11,997	D
Common Stock	12/10/2007		F		603	D	⁽²⁾	11,394	D
Common Stock	12/19/2007		M		1,250	A	$14.35	12,644	D
Common Stock	12/19/2007		M		5,000	A	$18.655	17,644	D
Common Stock	12/19/2007		M		1,500	A	$25.37	19,144	D
Common Stock	12/19/2007		S		7,750	D	$29	11,394	D
Common Stock	12/20/2007		S		2,394⁽³⁾	D	$29.33	9,000	D
Common Stock								3,547	I	See footnote⁽⁴⁾

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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$14.35	12/19/2007		M			1,250	08/01/2007	08/01/2013	Common Stock	1,250	$14.35	0	D
Employee Stock Option (right to buy)	$18.655	12/19/2007		M			5,000	12/03/2007	12/03/2013	Common Stock	5,000	$18.655	0	D
Employee Stock Option (right to buy)	$25.37	12/19/2007		M			1,500	12/08/2007	12/08/2015	Common Stock	1,500	$25.37	3,000	D

Explanation of Responses:

1. On December 7, 2007, an aggregate of 1,800 shares of United Natural Foods, Inc. (the "Company") restricted common stock vested (from a restricted stock grant dated December 7, 2006). On December 7, 2007, the Company withheld 603 shares of such restricted common stock to satisfy certain tax withholding obligations of Mr. Beaudry in connection with the vesting of such 1,800 shares.

2. On December 8, 2007, an aggregate of 1,800 shares of the Company's restricted common stock vested (from a restricted stock grant dated December 8, 2005). On December 10, 2007, the Company withheld 603 shares of such restricted common stock to satisfy certain tax withholding obligations of Mr. Beaudry in connection with the vesting of such 1,800 shares.

3. Sale of common stock reported on this Form was made in connection with vesting of restricted stock granted to Mr. Beaudry under the Company's 2004 Equity Incentive Plan. (The acquisition of such stock was previously reported.)

4. Includes 2,941 shares of common stock allocated to Mr. Beaudry under the United Natural Foods, Inc. Employee Stock Ownership Plan as of December 21, 2007 and 606 shares of common stock allocated to Mr. Beaudry under the United Natural Foods, Inc. 401(k) plan's UNFI Unitized Stock Fund. The price is based on the closing price of UNFI common stock on The Nasdaq National Market on October 20, 2007.

	Mark Shamber (Power of Attorney, in fact)	12/21/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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