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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WHOLE FOODS MARKET INC [ WFMI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/18/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 02/18/2010 | (1) | S | 1,908,912 | D | $33.902(5) | 20,744,964(2)(3)(4) | D | ||
Common Stock | 02/18/2010 | (1) | S | 572,612 | D | $33.902(5) | 6,222,818(2)(3)(4) | D | ||
Common Stock | 02/18/2010 | (1) | S | 18,476 | D | $33.902(5) | 200,792(2)(3)(4) | D | ||
Common Stock | 02/19/2010 | (1) | S | 1,259,882 | D | $33.812(6) | 19,485,082(2)(3)(4) | D | ||
Common Stock | 02/19/2010 | (1) | S | 377,924 | D | $33.812(6) | 5,844,894(2)(3)(4) | D | ||
Common Stock | 02/19/2010 | (1) | S | 12,194 | D | $33.812(6) | 188,598(2)(3)(4) | D | ||
Common Stock | 02/22/2010 | (1) | S | 253,834 | D | $33.643(7) | 19,231,248(2)(3)(4) | D | ||
Common Stock | 02/22/2010 | (1) | S | 76,142 | D | $33.643(7) | 5,768,752(2)(3)(4) | D | ||
Common Stock | 02/22/2010 | (1) | S | 2,457 | D | $33.643(7) | 186,141(2)(3)(4) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Not applicable. |
2. GEI Capital V, LLC ("GEIC") is the general partner of Green Equity Investors V, L.P. ("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. 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. |
3. GEI Side V, as an affiliated entity of GEI V, LGP, as the management company of GEI V and GEI Side V, 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") and, therefore, a "ten percent holder" hereunder. |
4. 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, with respect to GEI Side V and Thyme only, except to the extent of GEI Side V's and Thyme's direct ownership reported herein, 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. |
5. This transaction was executed in multiple trades at prices ranging from $33.55 to $34.22. 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. |
6. This transaction was executed in multiple trades at prices ranging from $33.62 to $34.00. 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. |
7. This transaction was executed in multiple trades at prices ranging from $33.32 to $33.88. 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. |
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 two persons 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. | 02/22/2010 | |
** 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. |