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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 | ||||||||
| Restricted Stock Unit | (2) | 09/11/2009 | D | 1,599 | (4) | (4) | Common Stock | 1,599 | $ 0 | 7,453 | D | ||||
| Employee Stock Option (right to buy) | $ 24.3 (3) | 09/11/2009 | A | 3,080 | (1) | 09/11/2019 | Common Stock | 3,080 | $ 0 | 68,350 | D | ||||
| Restricted Stock Unit | (2) | 09/11/2009 | A | 4,796 | (4) | (4) | Common Stock | 4,796 | $ 0 | 9,052 | D | ||||
| Phantom Stock | (5) | 09/11/2009 | A | 1,599 | (5) | (5) | Common Stock | 1,599 | $ 0 (5) | 8,515 (6) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BARKER GORDON D 260 LAKE RD DAYVILLE, CT 06241 |
X | |||
| Lisa N'Chonon, Power-of-Attorney, in fact | 09/15/2009 | |
| **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) | The stock option vests as follows: one-third vests immediately and the remaining stock options become exercisable in two equal annual installments beginning on the first anniversary of the date of grant. |
| (2) | 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 Mr. Barker's restricted unit award agreement. |
| (3) | United Natural Foods, Inc.'s closing price on the NASDAQ National Market on September 11, 2009. |
| (4) | The restricted stock units vest as follows: one-third vests 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. |
| (5) | The security converts to common stock on a one-for-one basis subject to the terms of the United Natural Foods, Inc. Deferred Stock Plan. |
| (6) | Total of all phantom stock held by the reporting person in the United Natural Foods, Inc. Deferred Stock Plan. |