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