SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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

OMB APPROVAL

OMB Number:			3235-0362
Estimated average burden
hours per response:			1.0

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

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SPINNER STEVEN

(Last)

(First)

(Middle)

C/O UNITED NATURAL FOODS, INC.

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
08/02/2014

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	12/21/2012		G	1,416⁽¹⁾	D	$0	112,582	D
Common Stock	12/21/2012		G	944⁽¹⁾	A	$0	3,703	I	See footnote⁽²⁾
Common Stock	01/28/2013		G	1,596⁽³⁾	D	$0	112,582	D
Common Stock	01/28/2013		G	1,064⁽³⁾	A	$0	3,703	I	See footnote⁽²⁾
Common Stock	01/28/2014		G	1,218⁽⁴⁾	D	$0	112,582	D
Common Stock	01/28/2014		G	812⁽⁴⁾	A	$0	3,703	I	See footnote⁽²⁾

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)	4. Transaction Code (Instr. 8)	(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)

Explanation of Responses:

1. On December 21, 2012, Mr. Spinner gifted 472 shares to each of his three daughters. These gifts were not timely reported due to an inadvertent oversight of the reporting person. Two of the reporting person's daughters shared the reporting person's household and/or were financially dependent on the reporting person at the time of the gift and therefore the reporting person acquired an indirect beneficial ownership of the 944 shares gifted to such daughters as of the date of the gift; provided, however, that only one of the reporting person's daughters shared the reporting person's household and/or was financially dependent on the reporting person as of the end of the issuer's fiscal year. While all shares indirectly acquired by the reporting person as of the date of the gift are being reported in column 4, only the 3,110 shares owned by the one financially dependent daughter as of the end of the issuer's fiscal year are being reported as indirectly owned in column 5.

2. Includes 593 shares of common stock allocated to the reporting person under the United Natural Foods, Inc. Employee Stock Ownership Plan as well as 3,110 shares held by a financially dependent daughter of the reporting person as of August 2, 2014. Mr. Spinner no longer has a reportable beneficial interest in 3,310 shares of common stock owned by two daughters of the reporting person that no longer share the reporting person's household and are no longer financially dependent on the reporting person (including 1,410 shares of common stock reported as being indirectly acquired by the reporting person in this report) that were included in the reporting person's most recently filed Form 4 filed on January 9, 2015.

3. On January 28, 2013, Mr. Spinner gifted 532 shares to each of his three daughters. These gifts were not timely reported due to an inadvertent oversight of the reporting person. Two of the reporting person's daughters shared the reporting person's household and/or were financially dependent on the reporting person at the time of the gift and therefore the reporting person acquired an indirect beneficial ownership of the 1,064 shares gifted to such daughters as of the date of the gift; provided, however, that only one of the reporting person's daughters shared the reporting person's household and/or was financially dependent on the reporting person as of the end of the issuer's fiscal year. While all shares indirectly acquired by the reporting person as of the date of the gift are being reported in column 4, only the 3,110 shares owned by the one financially dependent daughter as of the end of the issuer's fiscal year are being reported as indirectly owned in column 5.

4. On January 28, 2014, Mr. Spinner gifted 406 shares to each of his three daughters. These gifts were not timely reported due to an inadvertent oversight of the reporting person. Two of the reporting person's daughters shared the reporting person's household and/or were financially dependent on the reporting person at the time of the gift and therefore the reporting person acquired an indirect beneficial ownership of the 812 shares gifted to such daughters as of the date of the gift; provided, however, that only one of the reporting person's daughters shared the reporting person's household and/or was financially dependent on the reporting person as of the end of the issuer's fiscal year. While all shares indirectly acquired by the reporting person as of the date of the gift are being reported in column 4, only the 3,110 shares owned by the one financially dependent daughter as of the end of the issuer's fiscal year are being reported as indirectly owned in column 5.

Remarks:

	Lisa N'Chonon, Power-of-Attorney, in fact	01/15/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.