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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL 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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| 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 2270 (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 at End of Issuer's Fiscal Year (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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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SPINNER STEVEN C/O UNITED NATURAL FOODS, INC. 313 IRON HORSE WAY PROVIDENCE, RI 02908 |
 X |  |  President and CEO |  |
| Lisa N'Chonon, Power-of-Attorney, in fact | 01/15/2015 | |
| **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) | On December 21, 2012, Mr. Spinner gifted 472 shares to each of his three daughters. These gifts were not timely reported due to an inadvertent oversight of the reporting person. Two of the reporting person's daughters shared the reporting person's household and/or were financially dependent on the reporting person at the time of the gift and therefore the reporting person acquired an indirect beneficial ownership of the 944 shares gifted to such daughters as of the date of the gift; provided, however, that only one of the reporting person's daughters shared the reporting person's household and/or was financially dependent on the reporting person as of the end of the issuer's fiscal year. While all shares indirectly acquired by the reporting person as of the date of the gift are being reported in column 4, only the 3,110 shares owned by the one financially dependent daughter as of the end of the issuer's fiscal year are being reported as indirectly owned in column 5. |
| (2) | Includes 593 shares of common stock allocated to the reporting person under the United Natural Foods, Inc. Employee Stock Ownership Plan as well as 3,110 shares held by a financially dependent daughter of the reporting person as of August 2, 2014. Mr. Spinner no longer has a reportable beneficial interest in 3,310 shares of common stock owned by two daughters of the reporting person that no longer share the reporting person's household and are no longer financially dependent on the reporting person (including 1,410 shares of common stock reported as being indirectly acquired by the reporting person in this report) that were included in the reporting person's most recently filed Form 4 filed on January 9, 2015. |
| (3) | On January 28, 2013, Mr. Spinner gifted 532 shares to each of his three daughters. These gifts were not timely reported due to an inadvertent oversight of the reporting person. Two of the reporting person's daughters shared the reporting person's household and/or were financially dependent on the reporting person at the time of the gift and therefore the reporting person acquired an indirect beneficial ownership of the 1,064 shares gifted to such daughters as of the date of the gift; provided, however, that only one of the reporting person's daughters shared the reporting person's household and/or was financially dependent on the reporting person as of the end of the issuer's fiscal year. While all shares indirectly acquired by the reporting person as of the date of the gift are being reported in column 4, only the 3,110 shares owned by the one financially dependent daughter as of the end of the issuer's fiscal year are being reported as indirectly owned in column 5. |
| (4) | On January 28, 2014, Mr. Spinner gifted 406 shares to each of his three daughters. These gifts were not timely reported due to an inadvertent oversight of the reporting person. Two of the reporting person's daughters shared the reporting person's household and/or were financially dependent on the reporting person at the time of the gift and therefore the reporting person acquired an indirect beneficial ownership of the 812 shares gifted to such daughters as of the date of the gift; provided, however, that only one of the reporting person's daughters shared the reporting person's household and/or was financially dependent on the reporting person as of the end of the issuer's fiscal year. While all shares indirectly acquired by the reporting person as of the date of the gift are being reported in column 4, only the 3,110 shares owned by the one financially dependent daughter as of the end of the issuer's fiscal year are being reported as indirectly owned in column 5. |