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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
WHOLE FOODS MARKET INC [ WFM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 03/05/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Non-Qualified Stock Option (right to buy) | 03/05/2015 | M | 104 | A | $9.45 | 104 | D | |||
Non-Qualified Stock Option (right to buy) | 03/05/2015 | S | 104 | D | $56.06 | 0 | D | |||
Non-Qualified Stock Option (right to buy) | 03/05/2015 | M | 216 | A | $20.42 | 216 | D | |||
Non-Qualified Stock Option (right to buy) | 03/05/2015 | S | 216 | D | $56.064 | 0 | D | |||
Non-Qualified Stock Option (right to buy) | 03/05/2015 | M | 226 | A | $31.25 | 226 | D | |||
Non-Qualified Stock Option (right to buy) | 03/05/2015 | S | 226 | D | $56.06 | 0 | D | |||
Non-Qualified Stock Option (right to buy) | 03/05/2015 | M | 3,600 | A | $31.25 | 3,600 | D | |||
Non-Qualified Stock Option (right to buy) | 03/05/2015 | S | 3,600 | D | $56.065 | 0 | D | |||
Non-Qualified Stock Option (right to buy) | 03/05/2015 | M | 3,396 | A | $44.27 | 3,396 | D | |||
Non-Qualified Stock Option (right to buy) | 03/05/2015 | S | 3,396 | D | $56.056(1) | 0 | D | |||
Non-Qualified Stock Option (right to buy) | 03/05/2015 | M | 236 | A | $44.27 | 236 | D | |||
Non-Qualified Stock Option (right to buy) | 03/05/2015 | S | 236 | D | $56.053 | 0 | D | |||
Non-Qualified Stock Option (right to buy) | 03/05/2015 | M | 875 | A | $51.86 | 875 | D | |||
Non-Qualified Stock Option (right to buy) | 03/05/2015 | J(2) | 835 | D | $56.04 | 40 | D | |||
Non-Qualified Stock Option (right to buy) | 03/05/2015 | S | 40 | D | $56.4 | 0 | D | |||
Non-Qualified Stock Option (right to buy) | 03/05/2015 | M | 61 | A | $51.86 | 61 | D | |||
Non-Qualified Stock Option (right to buy) | 03/05/2015 | M | 61 | D | $56.04 | 0 | 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-Qualified Stock Option (right to buy) | $9.45 | 03/05/2015 | M | 104 | (3) | 05/22/2016 | Common Stock | 104 | $0 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $20.42 | 03/05/2015 | M | 216 | (4) | 05/14/2017 | Common Stock | 216 | $0 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $31.25 | 03/05/2015 | M | 226 | (5) | 05/13/2018 | Common Stock | 226 | $0 | 112 | D | ||||
Non-Qualified Stock Option (right to buy) | $31.25 | 03/05/2015 | M | 3,600 | (6) | 05/13/2018 | Common Stock | 3,600 | $0 | 1,800 | D | ||||
Non-Qualified Stock Option (right to buy) | $44.27 | 03/05/2015 | M | 3,396 | (7) | 05/11/2019 | Common Stock | 3,396 | $0 | 3,392 | D | ||||
Non-Qualified Stock Option (right to buy) | $44.27 | 03/05/2015 | M | 236 | (8) | 05/11/2019 | Common Stock | 236 | $0 | 232 | D | ||||
Non-Qualified Stock Option (right to buy) | $51.86 | 03/05/2015 | M | 875 | (9) | 05/31/2020 | Common Stock | 875 | $0 | 2,625 | D | ||||
Non-Qualified Stock Option (right to buy) | $51.86 | 03/05/2015 | M | 61 | (10) | 05/31/2020 | Common Stock | 61 | $0 | 182 | D |
Explanation of Responses: |
1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.055 to $56.060, inclusive. The reporting person undertakes to provide to any security holder or to the SEC, upon request, full information regarding the number of shares sold at each separate price within the range stated. |
2. Represents shares withheld by the issuer to cover the exercise price and the reporting person's withholding tax liability in connection with the exercise of the stock option. |
3. The option, representing a right to purchase a total of 416 shares, is exercisable in four equal annual installments beginning on May 22, 2010, which was the first anniversary of the date on which the option was granted. |
4. The option, representing a right to purchase a total of 434 shares, is exercisable in four equal annual installments beginning on May 14, 2011, which was the first anniversary of the date on which the option was granted. |
5. The option, representing a right to purchase s total of 452 shares, is exercisable in four equal annual installments beginning on May 13, 2012, which was the first anniversary of the date on which the options were granted. |
6. The option, representing a right to purchase a total of 7,200 shares, is exercisable in four equal annual installments beginning on May 13, 2012, which was the first anniversary of the date on which the option was granted. |
7. The option, representing a right to purchase a total of 6,788 shares, is exercisable in four equal annual installments beginning on May 11, 2013, which was the first anniversary of the date on which the option was granted. |
8. The option, representing a right to purchase a total of 468 shares, is exercisable in four equal annual installments beginning on May 11, 2013, which was the first anniversary of the date on which the option was granted. |
9. The option, representing a right to purchase a total of 3,500 shares, is exercisable in four equal annual installments beginning on May 31, 2014, which was the first anniversary of the date on which the option was granted. |
10. The option, representing a right to purchase a total of 243 shares, is exercisable in four equal annual installments beginning on May 31, 2014, which was the first anniversary of the date on which the option was granted. |
Remarks: |
/s/ Albert Percival as Attorney-in-Fact for William Earl Jordan | 03/09/2015 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |