Form 4 UNITED NATURAL FOODS For: Sep 15 Filed by: Griffin Sean

September 19, 2017 4:17 PM
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 *
Griffin Sean

(Last) (First) (Middle)
C/O UNITED NATURAL FOODS, INC.
313 IRON HORSE WAY

(Street)
PROVIDENCE RI 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2017
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)
Code V Amount (A) or (D) Price
Common Stock 09/15/2017 M 790 A $ 0 (1) 13,608 D
Common Stock 09/15/2017 F (2) 435 D $ 39.74 13,173 D
Common Stock 09/16/2017 M 1,009 A $ 0 (1) 14,182 D
Common Stock 09/16/2017 F (3) 492 D $ 39.74 13,690 D
Common Stock 09/17/2017 M 934 A $ 0 (1) 14,624 D
Common Stock 09/17/2017 F (4) 514 D $ 39.74 14,110 D
Common Stock 1,632 I See footnote (5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (6) (2) 09/15/2017 M 790 (7) (7) Common Stock 790.00 $ 0 11,850 D
Restricted Stock Unit (6) (2) 09/15/2017 D 2,370 (7) (7) Common Stock 2,370.00 $ 0 9,480 D
Phantom Stock (8) 09/15/2017 A (2) 2,370 (8) (8) Common Stock 2,370.00 $ 0 6,844 D
Restricted Stock Unit (9) (10) 09/15/2017 A 13,840 (7) (7) Common Stock 13,840.00 $ 0 13,840 D
Restricted Stock Unit (11) (3) 09/16/2017 M 1,009 (7) (7) Common Stock 1,009.00 $ 0 336 D
Restricted Stock Unit (11) (3) 09/16/2017 D 336 (7) (7) Common Stock 336.00 $ 0 0 D
Phantom Stock (8) 09/16/2017 A (3) 336 (8) (8) Common Stock 336.00 $ 0 7,180 D
Restricted Stock Unit (12) (4) 09/17/2017 M 934 (7) (7) Common Stock 934.00 $ 0 10,284 D
Restricted Stock Unit (12) (4) 09/17/2017 D 2,804 (7) (7) Common Stock 2,804.00 $ 0 7,480 D
Phantom Stock (8) 09/17/2017 A (4) 2,804 (8) (8) Common Stock 2,804.00 $ 0 9,984 D
Explanation of Responses:
1. Restricted stock units convert into common stock on a one-for-one basis. Accordingly, there was no purchase price paid by the reporting person.
2. On September 15, 2017, 3,160 shares of United Natural Foods, Inc. (the "Company") restricted stock units vested, 75% of which the reporting person had previously elected to defer to the Company's Deferred Compensation Plan. The Company retained 435 shares on that date to satisfy certain tax withholding obligations in connection with the vesting.
3. On September 16, 2017, 1,345 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 492 shares on that date to satisfy certain tax withholding obligations in connection with the vesting.
4. On September 17, 2017, 3,738 shares of United Natural Foods, Inc. (the "Company") restricted stock units vested, 75% of which the reporting person had previously elected to defer to the Company's Deferred Compensation Plan. The Company retained 514 shares on that date to satisfy certain tax withholding obligations in connection with the vesting.
5. Includes 1,632 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 15, 2017.
6. Restricted stock units awarded September 15, 2016.
7. The restricted stock units vest in four equal annual installments beginning on the first anniversary of the date of grant.
8. 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.
9. Restricted stock units awarded September 15, 2017.
10. 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.
11. Restricted stock units awarded September 16, 2013.
12. Restricted stock units awarded September 17, 2015.
Joseph McGrail, Power-of-Attorney, in fact 09/19/2017
** Signature of Reporting Person Date
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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Lisa N’Chonon, Michael Zechmeister, Joseph J. Traficanti, Christopher Waters and Joseph McGrail, with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1)
execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of United Natural Foods, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this __ day of January, 2017.



                                    
/s/ Sean F. Griffin
Signature
 
/s/ Sean F. Griffin
Print Name



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