UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 333-213568
| Whole Foods Market, Inc. |
(and the subsidiary guarantor registrants listed in Schedule A)
(Exact name of registrant as specified in its charter)
550 Bowie Street Austin, Texas 78703 (512) 477-4455 |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
| 5.200% Senior Notes due 2025 |
(and guarantees by subsidiary guarantor registrants with respect thereto)
(Title of each class of securities covered by this Form)
| None |
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule 12g-4(a)(1) | ☐ | |
| Rule 12g-4(a)(2) | ☐ | |
| Rule 12h-3(b)(1)(i) | ☒ | |
| Rule 12h-3(b)(1)(ii) | ☐ | |
| Rule 15d-6 | ☒ | |
| Rule 15d-22(b) | ☐ |
Approximate number of holders of record as of the certification or notice date: Less than 300
Schedule A
TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS
Exact Name of Registrant as Specified in its Charter1 | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification Number | ||||
Mrs. Gooch’s Natural Food Markets, Inc. | California | 95-3096433 | ||||
WFM Hawaii, LLC | Hawaii | 26-3153326 | ||||
WFM IP Investments, Inc. | Delaware | 26-0060459 | ||||
WFM Kansas, LLC | Kansas | 47-2916592 | ||||
WFM Nebraska, LLC | Delaware | 46-3662981 | ||||
WFM Northern Nevada, Inc. | Delaware | 20-2522815 | ||||
WFM Southern Nevada, Inc. | Delaware | 81-0616883 | ||||
WFM-WO, Inc. | Delaware | 84-1100630 | ||||
Whole Foods Market California, Inc. | California | 74-2489930 | ||||
Whole Foods Market Group, Inc. | Delaware | 52-1711175 | ||||
Whole Foods Market IP, L.P. | Delaware | 74-2949152 | ||||
Whole Foods Market Pacific Northwest, Inc. | Delaware | 20-2020453 | ||||
Whole Foods Market Rocky Mountain/Southwest, L.P. | Texas | 74-2737164 | ||||
Whole Foods Market Services, Inc. | Delaware | 74-2730250 | ||||
| 1 | The subsidiary guarantor registrants have the following principal executive office: |
c/o Whole Foods Market, Inc.
550 Bowie Street
Austin, Texas 78703
(512) 477-4455
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Whole Foods Market, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| Date: September 25, 2017 | By: | /s/ Heather Stern | ||
Heather Stern General Counsel and Global Vice President of Legal Affairs | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, Mrs. Gooch’s Natural Food Markets, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| MRS. GOOCH’S NATURAL FOOD MARKETS, INC. | ||||||
| Date: September 25, 2017 | By: | /s/ Albert E. Percival | ||||
| Albert E. Percival | ||||||
| Vice President, Secretary, and Treasurer | ||||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, WFM Hawaii, LLC has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| WFM HAWAII, LLC | ||||||
| By: | MRS. GOOCH’S NATURAL FOOD MARKETS, INC., its sole member | |||||
| Date: September 25, 2017 | By: | /s/ Albert E. Percival | ||||
| Albert E. Percival | ||||||
| Vice President, Secretary, and Treasurer | ||||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, WFM IP Investments, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| WFM IP INVESTMENTS, INC. | ||||||
| Date: September 25, 2017 | By: | /s/ Albert E. Percival | ||||
| Albert E. Percival | ||||||
| President, Secretary, and Treasurer | ||||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, WFM Kansas, LLC has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| WFM KANSAS, LLC | ||||||
| By: | WHOLE FOODS MARKET ROCKY MOUNTAIN/SOUTHWEST, L.P., its sole member | |||||
| By: | WHOLE FOODS MARKET ROCKY MOUNTAIN SOUTHWEST I, INC., its general partner | |||||
| Date: September 25, 2017 | By: | /s/ Albert E. Percival | ||||
| Albert E. Percival | ||||||
| President, Vice President, Secretary, and Treasurer | ||||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, WFM Nebraska, LLC has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| WFM NEBRASKA, LLC | ||||||
| By: | WHOLE FOODS MARKET GROUP, INC., its sole member | |||||
| Date: September 25, 2017 | By: | /s/ Albert E. Percival | ||||
| Albert E. Percival | ||||||
| President, Vice President, Secretary, and Treasurer | ||||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, WFM Northern Nevada, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| WFM NORTHERN NEVADA, INC. | ||||||
| Date: September 25, 2017 | By: | /s/ Albert E. Percival | ||||
| Albert E. Percival | ||||||
| Vice President, Secretary, and Treasurer | ||||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, WFM Southern Nevada, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| WFM SOUTHERN NEVADA, INC. | ||||||
| Date: September 25, 2017 | By: | /s/ Albert E. Percival | ||||
| Albert E. Percival | ||||||
| Assistant Secretary | ||||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, WFM-WO, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| WFM-WO, INC. | ||||||
| Date: September 25, 2017 | By: | /s/ Albert E. Percival | ||||
| Albert E. Percival | ||||||
President, Vice President, Secretary, and Treasurer | ||||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, Whole Foods Market California, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| WHOLE FOODS MARKET CALIFORNIA, INC. | ||||||
| Date: September 25, 2017 | By: | /s/ Albert E. Percival | ||||
| Albert E. Percival | ||||||
| Vice President, Secretary, and Treasurer | ||||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, Whole Foods Market Group, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| WHOLE FOODS MARKET GROUP, INC. | ||||||
| Date: September 25, 2017 | By: | /s/ Albert E. Percival | ||||
| Albert E. Percival | ||||||
President, Vice President, Secretary, and Treasurer | ||||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, Whole Foods Market IP, L.P. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| WHOLE FOODS MARKET IP, L.P. | ||||||
| By: | WFM IP MANAGEMENT, INC., its general partner | |||||
| Date: September 25, 2017 | By: | /s/ Albert E. Percival | ||||
| Albert E. Percival | ||||||
| President | ||||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, Whole Foods Market Pacific Northwest, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
WHOLE FOODS MARKET PACIFIC NORTHWEST, INC. | ||||||
| Date: September 25, 2017 | By: | /s/ Albert E. Percival | ||||
| Albert E. Percival | ||||||
| President, Secretary, and Treasurer | ||||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, Whole Foods Market Rocky Mountain/Southwest, L.P. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
WHOLE FOODS MARKET ROCKY MOUNTAIN/SOUTHWEST, L.P. | ||||||
| By: | WHOLE FOODS MARKET ROCKY MOUNTAIN/SOUTHWEST I, Inc., its general partner | |||||
| Date: September 25, 2017 | By: | /s/ Albert E. Percival | ||||
| Albert E. Percival | ||||||
President, Vice President, Secretary, and Treasurer | ||||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, Whole Foods Market Services, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| WHOLE FOODS MARKET SERVICES, INC. | ||||||
| Date: September 25, 2017 | By: | /s/ Albert E. Percival | ||||
| Albert E. Percival | ||||||
| Secretary | ||||||
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