SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Johnson David William

(Last) (First) (Middle)
313 IRON HORSE WAY

(Street)
PROVIDENCE RI 02908-0999

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/30/2018
3. Issuer Name and Ticker or Trading Symbol
UNITED NATURAL FOODS INC [ UNFI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (1) 04/30/2025 Common Stock 3,018 $56.94 D
Employee Stock Option (right to buy) (1) 05/16/2024 Common Stock 3,189 $48.58 D
Employee Stock Option (right to buy) (1) 05/07/2023 Common Stock 5,979 $42.04 D
Employee Stock Option (right to buy) (1) 07/17/2022 Common Stock 2,300 $14.77 D
Explanation of Responses:
1. Upon the effectiveness of the merger on October 22, 2018 (such time, the "effective time") contemplated by that Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 25, 2018, as amended October 10, 2018, by and between United Natural Foods, Inc. (the "Company"), SUPERVALU, and Jedi Merger Sub, Inc., a wholly owned subsidiary of the Company, as a result of which SUPERVALU became a wholly owned subsidiary of the Company, each outstanding and unexercised SUPERVALU stock option, whether vested or unvested, was converted into an option to purchase shares of the Company's common stock generally on the same terms and conditions as applied prior to the effective time, in accordance with the terms and conditions of the Merger Agreement.
Remarks:
Joseph McGrail, Power-of-Attorney, in fact 11/07/2018
** 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 5 (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.
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