| 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
WILD OATS MARKETS INC [ OATS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/28/2007 | ||||||||||||||||||||||||||
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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 | 08/28/2007 | D | 44,157 | D | $18.5 | 0 | D | |||
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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 | ||||||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 268 | (1) | 05/07/2014 | Common Stock | 268 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 4,000 | (1) | 05/07/2014 | Common Stock | 4,000 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 276 | (1) | 07/29/2014 | Common Stock | 276 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 552 | (1) | 11/03/2014 | Common Stock | 552 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 423 | (1) | 12/15/2014 | Common Stock | 423 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 4,000 | (1) | 05/04/2015 | Common Stock | 4,000 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 4,000 | (1) | 05/02/2016 | Common Stock | 4,000 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 189 | (1) | 07/27/2016 | Common Stock | 189 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 136 | (1) | 08/04/2016 | Common Stock | 136 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 865 | (1) | 08/30/2016 | Common Stock | 865 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 51 | (1) | 09/29/2016 | Common Stock | 51 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 25 | (1) | 09/29/2016 | Common Stock | 25 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 197 | (1) | 10/19/2016 | Common Stock | 197 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 129 | (1) | 10/25/2016 | Common Stock | 129 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 129 | (1) | 10/25/2016 | Common Stock | 129 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 193 | (1) | 10/26/2016 | Common Stock | 193 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 144 | (1) | 11/06/2016 | Common Stock | 144 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 234 | (1) | 11/13/2016 | Common Stock | 234 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 243 | (1) | 12/12/2016 | Common Stock | 243 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 173 | (1) | 12/29/2016 | Common Stock | 173 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 86 | (1) | 12/29/2016 | Common Stock | 86 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 238 | (1) | 01/06/2017 | Common Stock | 238 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 243 | (1) | 01/11/2017 | Common Stock | 243 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 150 | (1) | 02/07/2017 | Common Stock | 150 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 225 | (1) | 02/08/2017 | Common Stock | 225 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 226 | (1) | 02/10/2017 | Common Stock | 226 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 85 | (1) | 02/16/2017 | Common Stock | 85 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 08/28/2007 | D | 42 | (1) | 02/16/2017 | Common Stock | 42 | $0.00 | 0 | D | ||||
| Option for Common Stock | $6.681 | 08/28/2007 | D | 636 | (2) | 02/25/2013 | Common Stock | 636 | $0.00 | 0 | D | ||||
| Option for Common Stock | $6.88 | 08/28/2007 | D | 104 | (2) | 02/09/2011 | Common Stock | 104 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated as of February 21, 2007 (the "Merger Agreement"), by and among the Issuer, Whole Foods Market, Inc. and WFMI Merger Co., each Restricted Stock Unit was converted automatically into the right to receive the per share offer price of $18.50, net to the seller in cash (the "Offer Price"). |
| 2. Pursuant to the Merger Agreement, immediately prior to the Purchase Time (as defined in the Merger Agreement), each outstanding option to purchase shares of common stock of Issuer, whether or not then exercisable or vested, was cancelled in exchange for the right to receive an amount in cash in respect thereof equal to the product of (x) the excess, if any, of the Offer Price over the exercise price thereof and (y) the number of shares of common stock of Issuer subject thereto. |
| Remarks: |
| This is the first of four Forms filed by the reporting person on the same date. |
| /s/ Tony Engel, as Attorney-in-Fact for John A. Shields | 08/30/2007 | |
| ** 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. | ||