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)
09/10/2013

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		5,917	A	$0	115,282	D
Common Stock	09/10/2013		F⁽¹⁾		1,959	D	$59.59	113,323	D
Common Stock	09/10/2013		A⁽²⁾		5,778	A	$0	119,101	D
Common Stock	09/10/2013		F⁽³⁾		1,913	D	$60.31	117,188	D
Common Stock	09/10/2013		A⁽⁴⁾		5,355	A	$0	122,543	D
Common Stock	09/10/2013		A⁽⁵⁾		463	A	$0	123,006	D
Common Stock	09/10/2013		F⁽⁶⁾		13,968	D	$59.59	109,038	D
Common Stock	09/11/2013		M		6,094	A	$0	115,132	D
Common Stock	09/11/2013		F⁽⁷⁾		2,955	D	$58.81	112,177	D
Common Stock								5,048	I	See footnote⁽⁸⁾

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⁽⁹⁾	09/10/2013		M			5,917	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	5,917	$0	5,918	D
Restricted Stock Unit	⁽⁹⁾	09/11/2013		M			6,094	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	6,094	$0	2,031	D
Restricted Stock Unit	⁽⁹⁾	09/11/2013		D			2,031	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	2,031	$0	0	D
Phantom Stock	$0.0	09/11/2013		A⁽⁷⁾		2,031		⁽¹¹⁾	⁽¹¹⁾	Common Stock	2,031	$0	8,124	D

Explanation of Responses:

1. On September 10, 2013, 5,917 shares of United Natural Foods, Inc. (the "Company") restricted stock units vested. The Company retained 1,959 shares on that date to satisfy certain tax withholding obligations in connection with the vesting of such shares.

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 5,778 performance units and the resulting issuance of 5,778 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 1,913 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 10, 2013, the Compensation Committee of the Company reviewed the Company's earnings before interest and taxes and the return on invested capital for the Performance Period in comparison to performance targets with respect to 5,123 performance units awarded to the reporting person on December 3, 2012, which award could be increased by up to 5,123 additional units in the event that the Company exceeded the established performance targets. After reviewing the Company's financial performance in comparison to the performance targets, the Compensation Committee approved the vesting of 5,355 performance units and the resulting issuance of 5,355 shares of the Company's common stock to the reporting person, both of which were effective as of the date of approval of vesting by the Compensation Committee.

5. On September 10, 2013, the Compensation Committee of the Board of Directors of United Natural Foods, Inc. (the "Company") reviewed the Company's earnings before interest and taxes and the return on invested capital for October 28, 2012 through August 3, 2013 (the "Performance Period") in comparison to performance targets for the 25,000 performance shares awarded on December 3, 2012, which could be increased by up to 25,000 additional shares in the event that the Company exceeded the performance targets. After reviewing the Company's financial performance in comparison to the performance targets, the Compensation Committee approved the vesting of 25,463 of the performance shares and the resulting issuance of 25,463 shares of the Company's Common Stock to the reporting person, both of which were effective as of the date of approval of vesting by the Compensation Committee. The reporting person previously reported the award of the 25,000 shares constituting the targeted award.

6. Following the Compensation Committee's determination regarding the vesting of the performance shares described in footnote 5 and performance units described in footnote 4, the Company retained 13,968 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 date of approval of vesting by the Compensation Committee.

7. On September 11, 2013, 8,125 shares of the Company's restricted stock units vested. Of these shares, the reporting person had previously elected to defer 2,031 shares to the Company's Deferred Compensation Plan. The Company retained 2,955 shares on that date to satisfy certain tax withholding obligations in connection with the vesting of such shares.

8. Includes 548 shares of common stock allocated to the reporting person under the United Natural Foods, Inc. Employee Stock Ownership Plan as well as 1,500 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 9, 2013.

9. 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.

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

11. 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	09/13/2013
	** Signature of Reporting Person	Date
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