SEC FORM 4

SEC Form 4

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^*

Shamber Mark

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2013

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	09/10/2013		M		1,338	A	$0	18,733	D
Common Stock	09/10/2013		F⁽¹⁾		478	D	$59.59	18,255	D
Common Stock	09/10/2013		A⁽²⁾		2,473	A	$0	20,728	D
Common Stock	09/10/2013		F⁽³⁾		825	D	$60.31	19,903	D
Common Stock	09/11/2013		M		1,547	A	$0	21,450	D
Common Stock	09/11/2013		F⁽⁴⁾		553	D	$58.81	20,897	D
Common Stock								4,029	I	See footnote⁽⁵⁾

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)	Code	V	(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)
Restricted Stock Unit	$0.0⁽⁶⁾	09/10/2013		M			1,338	⁽⁷⁾	⁽⁷⁾	Common Stock	1,338	$0	4,017	D
Restricted Stock Unit	$0.0⁽⁶⁾	09/10/2013		D			1,338	⁽⁷⁾	⁽⁷⁾	Common Stock	1,338	$0	2,679	D
Phantom Stock	$0.0	09/10/2013		A⁽¹⁾		1,338		⁽⁸⁾	⁽⁸⁾	Common Stock	1,338	$0	17,106	D
Restricted Stock	$0.0⁽⁶⁾	09/11/2013		M			1,547	⁽⁷⁾	⁽⁷⁾	Common Stock	1,547	$0	1,547	D
Restricted Stock	$0.0⁽⁶⁾	09/11/2013		D			1,547	⁽⁷⁾	⁽⁷⁾	Common Stock	1,547	$0	0	D
Phantom Stock	$0.0	09/11/2013		A⁽⁴⁾		1,547		⁽⁸⁾	⁽⁸⁾	Common Stock	1,547	$0	18,653	D

Explanation of Responses:

1. On September 10, 2013, 2,676 shares of Company's restricted stock units vested. Of these shares, the reporting person had previously elected to defer 1,338 shares to the Company's Deferred Compensation Plan. The Company retained 478 shares on that date to satisfy certain tax withholding obligations in connection with the vesting.

2. On September 10, 2013, the Compensation Committee of the Board of Directors of United Natural Foods, Inc. (the "Company") reviewed the Company's total shareholder return versus a peer group and return on invested capital for fiscal 2013 (the "Performance Period") in comparison to performance targets with respect to performance units awarded to the reporting person on September 12, 2011. After reviewing the Company's financial performance in comparison to the performance targets, the Compensation Committee approved the vesting of 2,473 performance units and the resulting issuance of 2,473 shares of the Company's Common Stock to the reporting person, both of which were effective as of the last day of the Performance Period.

3. Following the Compensation Committee's determination regarding the vesting of the performance units described in footnote 2, the Company retained 825 of the shares issuable to the reporting person to satisfy the related tax withholding obligations based on the Company's closing stock price on the last day of the Performance Period.

4. On September 11, 2013, 3,094 shares of Company's restricted stock units vested. Of these shares, the reporting person had previously elected to defer 1,547 shares to the Company's Deferred Compensation Plan. The Company retained 553 shares on that date to satisfy certain tax withholding obligations in connection with the vesting.

5. Includes 2,293 shares of common stock allocated to the reporting person under the United Natural Foods, Inc. Employee Stock Ownership Plan and 1,736 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 9, 2013.

6. Each restricted stock unit represents the right to receive one share of United Natural Foods, Inc. common stock upon vesting in accordance with the terms of the reporting person's restricted stock unit agreement.

7. The restricted stock units vest in four equal annual installments beginning on the first anniversary of the date of grant.

8. The security converts to common stock on a one-for-one basis subject to the terms of the United Natural Foods, Inc. Deferred Compensation Plan.

Remarks:

	Lisa N'Chonon, Power-of-Attorney, in-fact	09/12/2013
	** Signature of Reporting Person	Date
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