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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Zechmeister Michael Paul C/O UNITED NATURAL FOODS, INC. 313 IRON HORSE WAY PROVIDENCE, RI 02908 |
Chief Financial Officer |
Joseph McGrail, Power-of-Attorney, in fact | 09/27/2017 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The transaction price listed is a weighted average. Actual sale prices for these dispositions ranged from $44.00 to $44.26. The reporting person undertakes to provide United Natural Foods, Inc., any security holder of United Natural Foods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
(2) | On September 21, 2016, the reporting person was granted 4,990 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, 5,015 performance units subject to such criteria vested on September 26, 2017, resulting in the issuance of 5,015 shares of the Company's common stock to the reporting person. |
(3) | Performance stock units were settled in shares of common stock on a one-for-one basis. Accordingly, there was no purchase price paid by the reporting person. |
(4) | As described in footnote 2, on September 26, 2017, the reporting person became entitled to receive 5,015 shares of the Company's common stock. The Company retained 1,672 shares on that date to satisfy certain tax withholding obligations in connection with the vesting. |