UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Title of Class of Securities)

(CUSIP Number)

Stephen Wener, CEO
55 East 34^th Street
Paterson, NJ 07514
(973) 684-1600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

SCHEDULE 13D

CUSIP No.		904677 10 1

CUSIP No. 904677 10 1

Item 1. Security and Issuer

     This Amendment No. 2 to Schedule 13D relates to the common stock, par value $0.10 per share (the “Common Stock”) of Unifi, Inc. a New York corporation (the “Issuer”).

Item 5 of the Schedule 13D is hereby amended as follows:

Item 5. Interest in Securities of the Issuer

     (a) As of the close of business on June 24, 2010, the Reporting Person beneficially owned 5,191,298 shares, constituting approximately 8.6% of the shares outstanding of Common Stock of the Issuer. The percentage of Common Stock of the Issuer beneficially owned by the Reporting Person is based upon 60,172,300 shares outstanding, which is the total number of shares outstanding as of May 3, 2010 as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended March 28, 2010, filed with the Securities and Exchange Commission on May 6, 2010.

     (b) See paragraph (a) above.

     (c) On June 24, 2010 the Reporting Person transferred 364,257 shares of Common Stock to 4 employees of the Reporting Person for no consideration. The transaction was effected at the Reporting Person’s offices pursuant to an assignment and assumption agreement entered into among the parties.

     (d) None.

     (e) Not applicable.

SIGNATURE

     After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.