SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Green Equity Investors V, L.P.

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD

SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WHOLE FOODS MARKET INC [ WFMI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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	07/29/2011	⁽¹⁾	S		88,280⁽²⁾	D	$67.1191⁽³⁾	13,184,420⁽⁴⁾⁽⁵⁾⁽⁶⁾	D
Common Stock	07/29/2011	⁽¹⁾	S		26,481⁽⁷⁾	D	$67.1191⁽³⁾	3,954,900⁽⁴⁾⁽⁵⁾⁽⁸⁾	D
Common Stock	07/29/2011	⁽¹⁾	S		854⁽⁹⁾	D	$67.1191⁽³⁾	127,614⁽⁴⁾⁽⁵⁾⁽¹⁰⁾	D
Common Stock	08/01/2011	⁽¹⁾	S		31,408⁽²⁾	D	$66.9235⁽¹¹⁾	13,153,012⁽⁴⁾⁽⁵⁾⁽⁶⁾	D
Common Stock	08/01/2011	⁽¹⁾	S		9,421⁽⁷⁾	D	$66.9235⁽¹¹⁾	3,945,479⁽⁴⁾⁽⁵⁾⁽⁸⁾	D
Common Stock	08/01/2011	⁽¹⁾	S		304⁽⁹⁾	D	$66.9235⁽¹¹⁾	127,310⁽⁴⁾⁽⁵⁾⁽¹⁰⁾	D
Common Stock	08/02/2011	⁽¹⁾	S		5,975⁽²⁾	D	$66.16⁽¹²⁾	13,147,037⁽⁴⁾⁽⁵⁾⁽⁶⁾	D
Common Stock	08/02/2011	⁽¹⁾	S		1,792⁽⁷⁾	D	$66.16⁽¹²⁾	3,943,687⁽⁴⁾⁽⁵⁾⁽⁸⁾	D
Common Stock	08/02/2011	⁽¹⁾	S		58⁽⁹⁾	D	$66.16⁽¹²⁾	127,252⁽⁴⁾⁽⁵⁾⁽¹⁰⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$40.83							⁽¹³⁾	05/14/2017	Common Stock	4,500		4,500	I	See footnote⁽¹⁴⁾
Employee Stock Option (right to buy)	$62.49							⁽¹⁵⁾	05/13/2018	Common Stock	4,500		4,500⁽¹⁶⁾	D

1. Name and Address of Reporting Person^*

Green Equity Investors V, L.P.

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD

SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Green Equity Investors Side V, L.P.

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD

SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GEI Capital V, LLC

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD

SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Green V Holdings, LLC

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD

SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LEONARD GREEN PARTNERS LP

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD

SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LGP MANAGEMENT INC

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD

SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Thyme Coinvest, LLC

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD

SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Not applicable.

2. Represents shares sold by Green Equity Investors V, L.P. ("GEI V").

3. This transaction was executed in multiple trades at prices ranging from $67.00 to $67.36. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. GEI Capital V, LLC ("GEIC") is the general partner of GEI V and Green Equity Investors Side V, L.P. ("GEI Side V"). Green V Holdings, LLC ("Holdings") is a limited partner of GEI V and GEI Side V. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI V and GEI Side V, the manager of Thyme Coinvest, LLC ("Thyme") and an affiliate of GEIC and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.

5. GEI Side V and Thyme, as affiliated entities of GEI V, LGP, as the management company of GEI V and GEI Side V and the manager of Thyme, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, and Holdings, as a limited partner of GEI V directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owners of the shares of Common Stock owned by GEI V, GEI Side V or Thyme (such shares, collectively, the "Shares").

6. Reflects shares owned by GEI V. Each of GEI Side V, Thyme, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

7. Represents shares sold by GEI Side V.

8. Reflects shares owned by GEI Side V. Each of GEI V, Thyme, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

9. Represents shares sold by Thyme.

10. Reflects shares owned by Thyme. Each of GEI V, GEI Side V, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

11. This transaction was executed in multiple trades at prices ranging from $66.47 to $67.30. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

12. This transaction was executed in multiple trades at prices ranging from $66.05 to $66.26. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

13. The options vest in four equal annual installments, the first of which vested on May 14, 2011.

14. The options reported as held on this row are held by Mr. Seiffer and Mr. Sokoloff for the benefit of LGP, with Mr. Seiffer and Mr. Sokoloff each holding 2,250 of such options. LGP directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of such options.

15. The options vest in four equal annual installments beginning on May 13, 2012.

16. The options reported as held on this row are held by LGP. 2,250 options were granted directly to LGP in respect of each of Mr. Seiffer's and Sokoloff's service on the Issuer's board of directors, for an aggregate grant of 4,500 options.

Remarks:

GEI V and GEI Side V may be deemed to be directors for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, by reason of their collective right to nominate one person to serve on the board of directors of Whole Foods Market, Inc. (the "Company") in accordance with the terms and conditions of a securities purchase agreement dated as of November 5, 2008, as amended, by and among the Company, GEI V, and GEI Side V.

	/s/ Cody L. Franklin as Attorney-in-Fact for Jonathan D. Sokoloff, Manager of GEI Capital V, LLC, the general partner of Green Equity Investors V, L.P.	08/02/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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