0001020859-17-000137.txt : 20171031 0001020859-17-000137.hdr.sgml : 20171031 20171031161349 ACCESSION NUMBER: 0001020859-17-000137 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170926 FILED AS OF DATE: 20171031 DATE AS OF CHANGE: 20171031 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPINNER STEVEN CENTRAL INDEX KEY: 0001207897 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-15723 FILM NUMBER: 171165864 MAIL ADDRESS: STREET 1: C/O UNITED NATURAL FOODS, INC. STREET 2: 260 LAKE ROAD CITY: DAYVILLE STATE: CT ZIP: 06241 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED NATURAL FOODS INC CENTRAL INDEX KEY: 0001020859 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 050376157 STATE OF INCORPORATION: DE FISCAL YEAR END: 0730 BUSINESS ADDRESS: STREET 1: 313 IRON HORSE WAY CITY: PROVIDENCE STATE: RI ZIP: 02908 BUSINESS PHONE: 401-528-8634 MAIL ADDRESS: STREET 1: 313 IRON HORSE WAY CITY: PROVIDENCE STATE: RI ZIP: 02908 4/A 1 wf-form4a_150948081629575.xml FORM 4/A X0306 4/A 2017-09-26 2017-09-28 0 0001020859 UNITED NATURAL FOODS INC UNFI 0001207897 SPINNER STEVEN C/O UNITED NATURAL FOODS, INC. 313 IRON HORSE WAY PROVIDENCE RI 02908 1 1 0 0 President, CEO & Chairman Common Stock 2017-09-26 4 A 0 47267 0 A 158935 D Common Stock 2017-09-26 4 A 0 29561 0 A 188496 D Common Stock 2017-09-26 4 M 0 841 0 A 189337 D Common Stock 2017-09-26 4 F 0 37674 44.39 D 151663 D Common Stock 651 I See footnote Vested Performance Units 2017-09-26 4 A 0 24186 0 A Vested Performance Units 24186.0 24186 D Vested Performance Units 2017-09-26 4 M 0 841 44.39 D Vested Performance Units 841.0 23345 D On September 21, 2016, the reporting person was granted 47,032 performance units eligible to vest at target levels of performance (with vesting of more or less shares possible based on actual performance) based on the extent to which certain EPS, Adjusted EBITDA, Adjusted ROIC and total shareholder return performance targets were met for fiscal 2017. Based upon the performance of United Natural Foods, Inc. (the "Company") against the applicable performance targets, 47,267 performance units subject to such criteria vested on September 26, 2017, resulting in the reporting person being entitled to receive 47,267 shares of the Company's common stock before the impact of any withholding taxes which, as described in footnote 5, were satisfied by withholding a portion of the shares issuable to the reporting person. Performance stock units are settled in shares of common stock on a one-for-one basis. Accordingly, there was no purchase price paid by the reporting person. On October 27, 2016, the reporting person was granted 27,500 performance units eligible to vest at target level of performance (with vesting of more or less shares possible based on actual performance) based on the extent to which certain EPS, Net Sales and Adjusted EBITDA performance targets were met for fiscal 2017. Based upon the Company's performance against the applicable performance targets, 29,561 performance units subject to such criteria vested on September 26, 2017, resulting in the reporting person becoming entitled to receive 29,561 shares of the Company's common stock before the impact of any withholding taxes which, as described in footnote 5, were satisfied by withholding a portion of the shares issuable to the reporting person. The 24,186 shares of the Company's common stock that are issuable to the reporting person as a result of the vesting of the performance units on September 26, 2017 are not payable to the reporting person until the termination of the reporting person's employment with the Company or, if earlier, immediately prior to consummation of a change in control of the Company. Accordingly, these shares, net of the 841 shares used to pay the withholding taxes, are being reported in Table II. As described in footnotes 1, 3, 4 and 7, on September 26, 2017, the reporting person became entitled to receive 101,014 shares of Company common stock in settlement of a like number of performance units. The Company retained 37,674 of these shares on that date to satisfy certain tax withholding obligations in connection with the vesting. Includes 651 shares of common stock allocated to the reporting person under the United Natural Foods, Inc. 401(k) Plan's UNFI Stock Fund as of September 26, 2017. On October 27, 2016, the reporting person was granted 22,500 performance units eligible to vest at target level of performance (with vesting of more or less shares possible based on actual performance) based on the extent to which certain EPS, Net Sales and Adjusted EBITDA performance targets were met for fiscal 2017. Based upon the Company's performance against the applicable performance targets, 24,186 performance units subject to such criteria vested on September 26, 2017, resulting in the reporting person becoming entitled to receive 24,186 shares of the Company's common stock before the impact of any withholding taxes which, as described in footnote 5, were satisfied by withholding a portion of the shares issuable to the reporting person. Form 4/A is being filed to correct the presentation of the total shares the Company retained to satisfy certain tax withholding obligations in connection with the vesting described in footnotes 4 and 7. Joseph McGrail, Power-of-Attorney, in fact 2017-10-31