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^*

TESTA CHRISTOPHER P.

(Last)

(First)

(Middle)

C/O UNFI

313 IRON HORSE WAY

(Street)

PROVIDENCE

02908

(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)
	President, UNFI

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2019

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	09/15/2019		M⁽¹⁾		1,350	A⁽²⁾	$0⁽³⁾	14,703	D
Common Stock	09/15/2019		F⁽¹⁾		410	D	$12.09	14,293	D
Common Stock	09/15/2019		M⁽⁴⁾		1,345	A⁽²⁾	$0⁽³⁾	15,638	D
Common Stock	09/15/2019		F⁽⁴⁾		409	D	$12.09	15,229	D
Common Stock								271	I	See footnote⁽⁵⁾

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)
Restricted Stock Unit	⁽⁶⁾	09/15/2019		M			1,350	⁽⁷⁾	⁽⁷⁾	Common Stock	1,350	$0	1,350	D
Restricted Stock Unit	⁽⁶⁾	09/15/2019		M			1,345	⁽⁸⁾	⁽⁸⁾	Common Stock	1,345	$0	2,690	D

Explanation of Responses:

1. On September 15, 2019, 1,350 shares of United Natural Foods, Inc. (the "Company") restricted stock units ("RSUs") vested. The Company retained 410 shares to satisfy certain tax withholding obligations in connection with the vesting of RSUs.

2. Pursuant to the Company's Equity Grant and Settlement Policy, vested shares will not be delivered to the reporting person until the Company's trading window opens.

3. RSUs convert into common stock on a one-for-one basis. Accordingly, there was no purchase price paid by the reporting person.

4. On September 15, 2019, 1,345 shares of the Company's RSUs vested. The Company retained 409 shares to satisfy certain tax withholding obligations in connection with the vesting of RSUs.

5. Represents 271 shares of common stock allocated to the reporting person under the Company's 401(k) Plan's UNFI Stock Fund as of September 15, 2019.

6. Each RSU represents the right to receive one share of the Company's common stock upon vesting in accordance with the terms of the reporting person's RSU agreement.

7. This RSU award was granted on September 15, 2016 and vests in four equal annual installments beginning on the first anniversary of the date of grant. This Form 4 reflects the vesting of this RSU on September 15, 2019 as to 75% of the original grant amount.

8. This RSU award was granted on September 15, 2017 and vests in four equal annual installments beginning on the first anniversary of the date of grant. This Form 4 reflects the vesting of this RSU on September 15, 2019 as to 50% of the original grant amount.

Remarks:

	Jill E. Sutton, Power-of-Attorney, in fact	09/17/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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