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^*

SPINNER STEVEN

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2011

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	09/10/2011		M		5,917	A	$0	86,110	D
Common Stock	09/10/2011		F⁽¹⁾		2,497	D	$37.95	83,613	D
Common Stock	09/11/2011		M		6,094	A	$0	89,707	D
Common Stock	09/11/2011		F⁽²⁾		2,602	D	$37.95	87,105	D
Common Stock								5,518	I	See footnote⁽³⁾

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	⁽⁴⁾	09/10/2011		M			5,917	⁽⁵⁾	⁽⁵⁾	Common Stock	5,917	$0	17,751	D
Restricted Stock Unit	⁽⁴⁾	09/11/2011		M			6,094	⁽⁵⁾	⁽⁵⁾	Common Stock	6,094	$0	18,281	D
Restricted Stock Unit	⁽⁴⁾	09/11/2011		D			2,031	⁽⁵⁾	⁽⁵⁾	Common Stock	2,031	$0	16,250	D
Phantom Stock	⁽⁶⁾	09/11/2011		A⁽²⁾		2,031		⁽⁶⁾	⁽⁶⁾	Common Stock	2,031	$0	4,062	D

Explanation of Responses:

1. On September 10, 2011, 5,917 shares of United Natural Foods, Inc. (the "Company") restricted stock units vested. The Company retained 1,906 shares on September 10, 2011 to satisfy certain tax withholding obligations in connection with the vesting of such shares.

2. On September 11, 2011, 8,125 shares of United Natural Foods, Inc. (the "Company") restricted stock units vested. Of these shares, the reporting person had previously elected to defer 2,031 shares to the Company's Deferred Stock Plan. The Company retained 2,602 shares on September 11, 2011 to satisfy certain tax withholding obligations in connection with the vesting of such shares.

3. Includes 258 shares of common stock allocated to the reporting person under the United Natural Foods, Inc. Employee Stock Ownership Plan as well as 2,260 shares held by a daughter(1) of the reporting person, 1,500 shares held by a daughter(2) of the reporting person, and 1,500 shares held by the brother of the reporting person, as custodian for a daughter(3) of the reporting person as of September 12, 2011.

4. 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.

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

6. 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.

	Lisa N'Chonon, Power-of-Attorney, in-fact	09/13/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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