christina minardi Form 5 WHOLE FOODS MARKET / christina minardi ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

minardi christina

(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)
Regional President

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/25/2016

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock							3,766	D
Common Stock							780.622(1)	I	By 401(k)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$31.25						(2)	05/13/2018	Common Stock	198		198	I(3)	By Spouse
Non-Qualified Stock Option (right to buy)	$44.27						(2)	05/11/2019	Common Stock	1,920		1,920	I(3)	By Spouse
Non-Qualified Stock Option (right to buy)	$51.86						05/31/2017	05/31/2020	Common Stock	1,302		1,302	I(3)	By Spouse
Non-Qualified Stock Option (right to buy)	$37.91						(4)	05/16/2021	Common Stock	1,352		1,352	I(3)	By Spouse
Non-Qualified Stock Option (right to buy)	$43.075						(5)	05/15/2022	Common Stock	1,363		1,363	I(3)	By Spouse
Non-Qualified Stock Option (right to buy)	$30.3						(6)	05/13/2023	Common Stock	693		693	I(3)	By Spouse

Explanation of Responses:

1. Balance of 401(k) shares is based on a plan statement dated as of October 31, 2016.

2. The option is exercisable.

3. Ms. Minardi acquired beneficial ownership of these shares upon her marriage to the owner of the shares in June 2015.

4. The option, representing a right to purchase a total of 1,352 shares, is exercisable in two equal annual installments beginning on May 16, 2017, which is the third anniversary of the date on which the option was granted.

5. The option, representing a right to purchase a total of 1,363 shares, is exercisable in three equal annual installments beginning on May 15, 2017, which is the second anniversary of the date on which the option was granted.

6. The option, representing a right to purchase a total of 693 shares, is exercisable in four equal annual installments beginning on May 13, 2017, which is the first anniversary of the date on which the option was granted.

Remarks:

	/s/ Albert Percival as Attorney-in-Fact for Christina Minardi	11/09/2016
	** 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.