SEC Form 4/A · accession 0001020859-17-000137
UNITED NATURAL FOODS INC · UNFI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Steven Spinner
Officer — President, CEO & Chairman · Director
Period of report
Sep 26, 2017
Accepted (ET)
Oct 31, 2017 · 4:13 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 StockF2 | Sep 26, 2017 | A | 47,267 | $0.00 | A | 158,935 | D | |
| Common StockF2 | Sep 26, 2017 | A | 29,561 | $0.00 | A | 188,496 | D | |
| Common StockF2 | Sep 26, 2017 | M | 841 | $0.00 | A | 189,337 | D | |
| Common Stock | Sep 26, 2017 | F | 37,674 | $44.39 | D | 151,663 | D | |
| Common StockF6 | holding | — | — | — | 651 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Vested Performance UnitsF2,F4,F7 | — | Sep 26, 2017 | A | 24,186 | A | — | — | Vested Performance Units | 24,186 | 24,186 | D |
| Vested Performance UnitsF2,F4,F7 | — | Sep 26, 2017 | M | 841 | D | — | — | Vested Performance Units | 841 | 23,345 | D |
Explanation of responses
- F1On September 21, 2016, the reporting person was granted 47,032 performance units eligible to vest at target levels of performance (with vesting of more or less shares possible based on actual performance) based on the extent to which certain EPS, Adjusted EBITDA, Adjusted ROIC and total shareholder return performance targets were met for fiscal 2017. Based upon the performance of United Natural Foods, Inc. (the "Company") against the applicable performance targets, 47,267 performance units subject to such criteria vested on September 26, 2017, resulting in the reporting person being entitled to receive 47,267 shares of the Company's common stock before the impact of any withholding taxes which, as described in footnote 5, were satisfied by withholding a portion of the shares issuable to the reporting person.
- F2Performance stock units are settled in shares of common stock on a one-for-one basis. Accordingly, there was no purchase price paid by the reporting person.
- F3On October 27, 2016, the reporting person was granted 27,500 performance units eligible to vest at target level of performance (with vesting of more or less shares possible based on actual performance) based on the extent to which certain EPS, Net Sales and Adjusted EBITDA performance targets were met for fiscal 2017. Based upon the Company's performance against the applicable performance targets, 29,561 performance units subject to such criteria vested on September 26, 2017, resulting in the reporting person becoming entitled to receive 29,561 shares of the Company's common stock before the impact of any withholding taxes which, as described in footnote 5, were satisfied by withholding a portion of the shares issuable to the reporting person.
- F4The 24,186 shares of the Company's common stock that are issuable to the reporting person as a result of the vesting of the performance units on September 26, 2017 are not payable to the reporting person until the termination of the reporting person's employment with the Company or, if earlier, immediately prior to consummation of a change in control of the Company. Accordingly, these shares, net of the 841 shares used to pay the withholding taxes, are being reported in Table II.
- F5As described in footnotes 1, 3, 4 and 7, on September 26, 2017, the reporting person became entitled to receive 101,014 shares of Company common stock in settlement of a like number of performance units. The Company retained 37,674 of these shares on that date to satisfy certain tax withholding obligations in connection with the vesting.
- F6Includes 651 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 26, 2017.
- F7On October 27, 2016, the reporting person was granted 22,500 performance units eligible to vest at target level of performance (with vesting of more or less shares possible based on actual performance) based on the extent to which certain EPS, Net Sales and Adjusted EBITDA performance targets were met for fiscal 2017. Based upon the Company's performance against the applicable performance targets, 24,186 performance units subject to such criteria vested on September 26, 2017, resulting in the reporting person becoming entitled to receive 24,186 shares of the Company's common stock before the impact of any withholding taxes which, as described in footnote 5, were satisfied by withholding a portion of the shares issuable to the reporting person.
Remarks
Form 4/A is being filed to correct the presentation of the total shares the Company retained to satisfy certain tax withholding obligations in connection with the vesting described in footnotes 4 and 7.