Kenneth J Meyer Form 4 WHOLE FOODS MARKET / KENNETH J MEYER ownership change

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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X

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^*

MEYER KENNETH J

(Last) (First) (Middle)

550 BOWIE STREET

(Street)

AUSTIN TX 78703

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/28/2017		D		12,091	D	$42(1)	0	D
Common Stock	08/28/2017		D		1,213.322(2)	D	$42(1)	0	I	By 401(k) Plan

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$20.42	08/28/2017		D			11,000	(3)	05/14/2020	Common Stock	11,000	(4)	0	D
Non-Qualified Stock Option (right to buy)	$31.25	08/28/2017		D			9,296	(5)	05/13/2018	Common Stock	9,296	(4)	0	D
Non-Qualified Stock Option (right to buy)	$37.91	08/28/2017		D			4,675	(5)	05/16/2021	Common Stock	4,675	(4)	0	D
Non-Qualified Stock Option (right to buy)	$30.3	08/28/2017		D			4,692	(5)	05/13/2023	Common Stock	4,692	(4)	0	D
Non-Qualified Stock Option (right to buy)	$35.99	08/28/2017		D			4,701	(5)	05/19/2024	Common Stock	4,701	(4)	0	D

Explanation of Responses:

1. 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.

2. Balance of 401(k) shares is based on a plan statement dated as of July 31, 2017.

3. The option was exercisable in nine equal annual installments beginning on the first anniversary of the date on which the option was granted.

4. 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.

5. The option was exercisable in four equal annual installments beginning on the first anniversary of the date on which the option was granted.

Remarks:

	/s/ Albert Percival as Attorney-in-Fact for Kenneth J. Meyer	08/28/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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