Form 4 UNITED NATURAL FOODS For: Sep 26 Filed by: Dorne Eric A.

September 27, 2017 6:44 PM
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Expires: December 31, 2014
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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 *
Dorne Eric A.

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
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 09/26/2017 A (1) 3,025 A $ 0 (2) 12,346 D
Common Stock 09/26/2017 F (3) 1,009 D $ 44.39 11,337 D
Common Stock 09/26/2017 S 9,321 D $ 44.34 (4) 2,016 D
Common Stock 800 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
Explanation of Responses:
1. On September 21, 2016, the reporting person was granted 3,010 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, 3,025 performance units subject to such criteria vested on September 26, 2017, resulting in the issuance of 3,025 shares of the Company's common stock to the reporting person.
2. Performance stock units were settled in shares of common stock on a one-for-one basis. Accordingly, there was no purchase price paid by the reporting person.
3. As described in footnote 1, on September 26, 2017, the reporting person became entitled to receive 3,025 shares of the Company's common stock. The Company retained 1,009 shares on that date to satisfy certain tax withholding obligations in connection with the vesting.
4. The transaction price listed is a weighted average. Actual sale prices for these dispositions ranged from $44.06 to $44.66. The reporting person undertakes to provide United Natural Foods, Inc., any security holder of United Natural Foods, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
5. Includes 800 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.
Joseph McGrail, Power-of-Attorney, in fact 09/27/2017
** 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 4 (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).
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