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^*

SEIFFER JONATHAN A

(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 [ WFM ]

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)
07/27/2012

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

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

X	Form filed by One Reporting Person
	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	07/27/2012	⁽¹⁾	S		591,112	D	$92.9203⁽²⁾	12,319,885	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	07/30/2012	⁽¹⁾	S		319,288	D	$91.9481⁽⁵⁾	12,000,597	I	See Footnotes⁽³⁾⁽⁶⁾
Common Stock	07/31/2012	⁽¹⁾	S		429,280	D	$92.0088⁽⁷⁾	11,571,317	I	See Footnotes⁽³⁾⁽⁸⁾

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							⁽⁹⁾	05/14/2017	Common Stock	2,250		2,250⁽¹⁰⁾	D
Employee Stock Option (right to buy)	$62.49							⁽¹¹⁾	05/13/2018	Common Stock	2,250		2,250	I	See footnote⁽¹²⁾
Employee Stock Option (right to buy)	$88.54							⁽¹³⁾	05/11/2019	Common Stock	2,250		2,250	I	See footnote⁽¹²⁾

Explanation of Responses:

1. Not applicable.

2. This transaction was executed in multiple trades at prices ranging from $91.75 to $93.84. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes 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.

3. Mr. Jonathan Seiffer 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 the shares owned by Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V"), Thyme Coinvest, LLC ("Thyme") and Leonard Green & Partners, L.P. ("LGP LP"). Mr. Seiffer disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. GEI V, GEI Side V and Thyme sold 451,352, 135,391 and 4,369 of the shares reported as sold on this row, respectively, and following such sales were the direct owners of 9,406,158, 2,821,544 and 91,043 shares respectively. LGP LP holds 1,140 shares of restricted stock, 570 of which are held in respect of Mr. Seiffer's service on the Issuer's board of directors and the remaining 570 of which are held in respect of Mr. Jonathan Sokoloff's service on the Issuer's board of directors.

5. This transaction was executed in multiple trades at prices ranging from $91.75 to $92.77. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes 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. GEI V, GEI Side V and Thyme sold 243,797, 73,131 and 2,360 of the shares reported as sold on this row, respectively, and following such sales were the direct owners of 9,162,361, 2,748,413 and 88,683 shares respectively. LGP LP holds 1,140 shares of restricted stock, 570 of which are held in respect of Mr. Seiffer's service on the Issuer's board of directors and the remaining 570 of which are held in respect of Mr. Sokoloff's service on the Issuer's board of directors.

7. This transaction was executed in multiple trades at prices ranging from $91.70 to $92.36. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes 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.

8. GEI V, GEI Side V and Thyme sold 327,783, 98,324 and 3,173 of the shares reported as sold on this row, respectively, and following such sales were the direct owners of 8,834,578, 2,650,089 and 85,510 shares respectively. LGP LP holds 1,140 shares of restricted stock, 570 of which are held in respect of Mr. Seiffer's service on the Issuer's board of directors and the remaining 570 of which are held in respect of Mr. Sokoloff's service on the Issuer's board of directors.

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

10. The options reported as held on this row are held by Mr. Seiffer for the benefit of LGP LP.

11. The options vest in four equal annual installments, the first of which vested on May 13, 2012.

12. The options reported as held on this row were granted directly to LGP LP in respect of Mr. Seiffer's service on the Issuer's board of directors. Mr. Seiffer 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. Mr. Seiffer disclaims beneficial ownership of the options reported on this row except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

13. The options vest in four equal annual installments beginning on May 11, 2013.

	/s/ Cody L. Franklin as Attorney-in-Fact for Jonathan A. Seiffer	07/31/2012
	** 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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