0000865436-17-000230.txt : 20170828 0000865436-17-000230.hdr.sgml : 20170828 20170828170226 ACCESSION NUMBER: 0000865436-17-000230 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170825 FILED AS OF DATE: 20170828 DATE AS OF CHANGE: 20170828 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEIFFER JONATHAN A CENTRAL INDEX KEY: 0001243592 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19797 FILM NUMBER: 171055210 MAIL ADDRESS: STREET 1: 11111SANTA MONICA BLVD STREET 2: STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WHOLE FOODS MARKET INC CENTRAL INDEX KEY: 0000865436 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 741989366 STATE OF INCORPORATION: TX FISCAL YEAR END: 0928 BUSINESS ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: 5124774455 MAIL ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 4 1 wf-form4_150395413240335.xml FORM 4 X0306 4 2017-08-25 1 0000865436 WHOLE FOODS MARKET INC WFM 0001243592 SEIFFER JONATHAN A 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES CA 90025 1 0 0 0 Common Stock 2017-08-25 5 G 0 E 40000 0 D 90479 D Common Stock 2017-08-28 4 D 0 90479 42 D 0 D Common Stock 2017-08-28 4 D 0 30318 42 D 0 I See Footnote Common Stock 2017-08-28 4 D 0 2280 42 D 0 I See Footnotes Non-Qualified Stock Option (right to buy) 37.91 2017-08-28 4 D 0 2250 D 2021-05-16 Common Stock 2250.0 0 D Non-Qualified Stock Option (right to buy) 30.3 2017-08-28 4 D 0 2250 D 2023-05-13 Common Stock 2250.0 0 D Non-Qualified Stock Option (right to buy) 35.99 2017-08-28 4 D 0 2250 D 2024-05-19 Common Stock 2250.0 0 D Non-Qualified Stock Option (right to buy) 31.25 2017-08-28 4 D 0 9000 D 2018-05-13 Common Stock 9000.0 0 I See footnote Pursuant to the Agreement and Plan of Merger (the "merger agreement"), dated as of June 15, 2017, by and among Amazon.com, Inc., Walnut Merger Sub, Inc., and Whole Foods Market, Inc., shares of Whole Foods Market, Inc. common stock and restricted stock were converted into the right to receive $42.00 cash per share, without interest. The shares reported on this row are held by a family limited partnership controlled by Mr. Seiffer and established for the benefit of certain of his family members. Leonard Green & Partners, L.P. ("LGP LP") holds 2,280 shares of stock. 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, tobe the indirect beneficial owner of the shares owned by 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. The option was exercisable in four equal annual installments beginning on the first anniversary of the date on which the option was granted. Pursuant to the merger agreement, each outstanding stock option was cancelled and converted into the right to receive an amount in cash equal to the product of (a) the number of shares subject to such option multiplied by (b) the excess, if any, of the merger consideration of $42.00 over the exercise price per share of such option. 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. /s/ Albert Percival as Attorney-in-Fact for Jonathan A. Seiffer 2017-08-28