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