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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 24.3 | 12/12/2012 | M | 2,660 | (3) | 09/11/2019(3) | Common Stock | 2,660 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $ 33.9 | 12/12/2012 | M | 2,660 | (3) | 09/10/2020(3) | Common Stock | 2,660 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $ 37.82 | 12/12/2012 | M | 1,773 | (3) | 09/12/2021(3) | Common Stock | 1,773 | $ 0 | 0 | D | ||||
Restricted Stock Unit | $ 0 (1) | 12/12/2012 | D | 1,064 | (2) | (2) | Common Stock | 1,064 | $ 0 | 0 | D | ||||
Restricted Stock Unit | $ 0 (1) | 12/12/2012 | D | 2,128 | (2) | (2) | Common Stock | 2,128 | $ 0 | 0 | D | ||||
Phantom Stock | $ 0 (4) | 12/12/2012 | A(5) | 3,192 | (4) | (4) | Common Stock | 3,192 | $ 0 | 24,340 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CIANCIOLO JOSEPH M C/O UNITED NATURAL FOODS, INC. 313 IRON HORSE WAY PROVIDENCE, RI 02908 |
X |
Lisa N'Chonon, Power-of-Attorney, in-fact | 12/14/2012 | |
**Signature of Reporting Person | Date |
* | 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) | 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. |
(2) | The vesting of Mr. Cianciolo's remaining restricted stock units granted on September 12, 2011 and September 13, 2012 were accelerated upon his retirement from our Board of Directors on December 12, 2012. |
(3) | The stock options vest and become exercisable in three equal annual installments beginning on the date of grant, and expire on the tenth anniversary of the date of grant. |
(4) | 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. |
(5) | Mr. Cianciolo had previously elected to defer 100% of any restricted stock units granted to the Company's Deferred Compensation Plan upon vesting. |
(6) | The transaction price listed is a weighted average. Actual dispositions ranged from $53.99 to $54.51. |