SEC Form 4 · accession 0001020859-15-000155
UNITED NATURAL FOODS INC · UNFI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Shamber
Officer — SVP, CFO & Treasurer
Period of report
Sep 19, 2015
Accepted (ET)
Sep 21, 2015 · 4:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001020859
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 19, 2015 | M | 1,028 | $0.00 | A | 8,026 | D | |
| Common Stock | Sep 19, 2015 | F | 351 | $50.66 | D | 7,675 | D | |
| Common StockF3 | holding | — | — | — | 4,182 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF4,F5 | — | Sep 19, 2015 | M | 1,028 | D | — | — | Common Stock | 1,028 | 4,452 | D |
| Restricted Stock UnitF4,F5 | — | Sep 19, 2015 | D | 343 | D | — | — | Common Stock | 343 | 4,109 | D |
| Phantom StockF6 | $0.00 | Sep 19, 2015 | A | 343 | A | — | — | Common Stock | 343 | 25,203 | D |
Explanation of responses
- F1Restricted stock units convert into common stock on a one-for-one basis. Accordingly, there was no purchase price paid by the reporting person.
- F2On September 19, 2015, 1,371 shares of United Natural Foods, Inc. (the "Company") restricted stock units vested, 25% of which the reporting person had previously elected to defer to the Company's Deferred Compensation Plan. The Company retained 351 shares on that date to satisfy certain tax withholding obligations in connection with this vesting.
- F3Includes 2,378 shares of common stock allocated to the reporting person under the United Natural Foods, Inc. Employee Stock Ownership Plan and 1,804 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 18, 2015.
- F4Each 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.
- F5The restricted stock units vest in four equal annual installments beginning on the first anniversary of the date of grant.
- F6The security converts to common stock on a one-for-one basis subject to the terms of the United Natural Foods, Inc. Deferred Compensation Plan.