Edgar Filing: FUNK MICHAEL S

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FUNK MICHAEL S

2. Issuer Name and Ticker or Trading Symbol
UNITED NATURAL FOODS INC [UNFI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O UNITED NATURAL FOODS, INC., 313 IRON HORSE WAY

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2015

(Street)

PROVIDENCE, RI 02908

4. If Amendment, Date Original Filed(Month/Day/Year)
09/18/2015

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/16/2015		M		2,000	A	$ 0 ⁽¹⁾	30,492	D
Common Stock	09/16/2015		F⁽²⁾		752	D	$ 50.19	29,740	D
Common Stock	09/17/2015		M		3,000	A	$ 0 ⁽¹⁾	32,740	D
Common Stock	09/17/2015		F⁽³⁾		1,128	D	$ 51.52	31,612	D
Common Stock								4,223	I	See footnote ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Unit

⁽⁵⁾

09/16/2015

2,000

⁽⁶⁾

Common Stock

2,000

$ 0

Restricted Stock Unit

⁽⁵⁾

09/17/2015

6,000

⁽⁷⁾

Common Stock

6,000

$ 0

6,000

Restricted Stock Unit

⁽⁵⁾

09/17/2015

3,000

⁽⁷⁾

Common Stock

3,000

$ 0

3,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FUNK MICHAEL S C/O UNITED NATURAL FOODS, INC. 313 IRON HORSE WAY PROVIDENCE, RI 02908	X

Signatures

Joseph McGrail, Power-of-Attorney, in fact		03/19/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 16, 2015, 2,000 shares of United Natural Foods, Inc. (the "Company") restricted stock units vested. The Company retained 752 shares on that date to satisfy certain tax withholding obligations in connection with the vesting.
(3)	On September 17, 2015, 3,000 shares of United Natural Foods, Inc. (the "Company") restricted stock units vested. The Company retained 1,128 shares on that date to satisfy certain tax withholding obligations in connection with the vesting.
(4)	Represents 4,223 shares of common stock allocated to the reporting person under the United Natural Foods, Inc. Employee Stock Ownership Plan as of September 16, 2015.
(5)	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.
(6)	The restricted stock units vest as follows: one-third vested on the date of grant, and the remaining two-thirds of the award vest in two equal annual installments beginning on the first anniversary of the date of grant.
(7)	The restricted stock units vest as follows: one-half vests on the date of grant and the remaining one-half vests on the 6 month anniversary of the date of grant.
Remarks: The shares reported as being directly owned following the transaction reported on September 17, 2015 were inadvertently overstated by 6,000 shares. This amended form reflects a correction to the number of shares beneficially owned as of September 18, 2015, the original date of the Form 4 being amended by this filing. Forms 4 filed on each of the following dates were also inadvertently overstated by 6,000 shares: March 21, 2016, September 16, 2016, March 17, 2017, and September 19, 2017.

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