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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
UNITED NATURAL FOODS INC [ UNFI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/12/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 10/12/2021 | M(1) | 14,392 | A | $0(2) | 28,400 | D | |||
Common Stock | 10/12/2021 | F | 6,526 | D | $46.28 | 21,874 | D | |||
Common Stock | 10/13/2021 | S(3) | 7,866 | D | $45.94 | 14,008 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Unit | (4) | 10/12/2021 | M | 14,392 | (5) | (5) | Common Stock | 14,392 | $0 | 28,785 | D | ||||
Restricted Stock Unit | (4) | 10/12/2021 | A | 15,557 | (6) | (6) | Common Stock | 15,557 | $0 | 15,557 | D |
Explanation of Responses: |
1. On October 12, 2021, 14,392 shares of United Natural Foods, Inc. (the "Company") restricted stock units ("RSUs") vested. The Company retained 6,526 shares on that date to satisfy certain tax withholding obligations in connection with the vesting. |
2. RSUs convert into common stock on a one-for-one basis. Accordingly, there was no purchase price paid by the reporting person. |
3. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 15, 2021. |
4. 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 restricted stock unit agreement. |
5. This RSU award was granted on October 12, 2020 and vests in three equal installments beginning on October 12, 2021. This Form 4 reflects the vesting of this RSU on October 12, 2021 as to 1/3 of the original grant amount. |
6. The RSUs vest in three equal installments beginning on October 12, 2022. |
Remarks: |
/s/ Jill E. Sutton, Power-of-Attorney, in fact | 10/14/2021 | |
** 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. |