Whole Foods Market, Inc.
550 Bowie Street
Austin, Texas 78709
| September 21, 2016 |
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VIA EDGAR |
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U.S. Securities and Exchange Commission |
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Division of Corporation Finance |
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100 F St. Street, NE |
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Washington, D.C. 20549 |
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Attention: Mara L. Ransom
Re: Whole Foods Market, Inc. (the “Company”)
Registration Statement on Form S-4
Filed on September 9, 2016
File No. 333-213568
Dear Ms. Ransom:
Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, the Company and each of the Company’s guarantor subsidiaries listed on the signature page hereto (together with the Company, the “Registrants”) hereby request acceleration of effectiveness of their registration statement on Form S-4 (File No. 333-213568) to 4:00 p.m., Eastern Time, on Monday, September 26, 2016 or as soon as practicable thereafter.
In connection with this request, the Registrants acknowledge that:
(1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
(2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and
(3) the Registrants may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The Company requests that it be notified of such effectiveness by a telephone call to Justin R. Salon of Morrison & Foerster LLP, counsel to the Registrants, at (202) 887-8785.
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| Sincerely, |
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| MRS. GOOCH’S NATURAL FOOD MARKETS, INC. |
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| WFM HAWAII, LLC |
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| WFM IP INVESTMENTS, INC. |
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| WFM KANSAS, LLC |
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| WFM NEBRASKA, LLC |
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| WFM NORTHERN NEVADA, INC. |
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| WFM-WO, INC. |
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| WHOLE FOODS MARKET CALIFORNIA, INC. |
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| WHOLE FOODS MARKET GROUP, INC. |
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| WHOLE FOODS MARKET PACIFIC NORTHWEST, INC. |
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| WHOLE FOODS MARKET ROCKY MOUNTAIN/SOUTHWEST, L.P. |
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| By: | /s/ Albert Percival |
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| Name: Albert Percival |
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| Title: Secretary |
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| WFM SOUTHERN NEVADA, INC. |
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| By: | /s/ Albert Percival |
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| Name: Albert Percival |
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| Title: Assistant Secretary |
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| WHOLE FOODS MARKET, INC. |
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| WHOLE FOODS MARKET SERVICES, INC. |
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| By: | /s/ Glenda Flanagan |
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| Name: Glenda Flanagan |
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| Title: Executive Vice President and Chief Financial Officer |
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| WHOLE FOODS MARKET IP, L.P. |
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| By: | /s/ Glenda Flanagan |
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| Name: Glenda Flanagan |
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| Title: Vice President, Secretary and Treasurer |
