Whole Foods Market (WFM) Form 4/A WHOLE FOODS MARKET / JUAN NUNEZ 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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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^*

NUNEZ JUAN

(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. Date of Earliest Transaction (Month/Day/Year)
05/18/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/18/2017

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	05/18/2017		M		502	A	$31.25	5,746	D
Common Stock	05/18/2017		S		502	D	$36.25(1)	5,244	D
Common Stock	05/18/2017		M		9,000	A	$31.25	14,244	D
Common Stock	05/18/2017		S		9,000	D	$36.25(1)	5,244	D
Common Stock	05/18/2017		M		5,000	A	$20.42	10,244	D
Common Stock	05/18/2017		S		5,000	D	$36.25(1)	5,244	D
Common Stock								20.096(2)	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	05/18/2017		M			5,000	(3)	05/14/2017	Common Stock	5,000	$0	10,400	D
Non-Qualified Stock Option (right to buy)	$31.25	05/18/2017		M			502	(4)	05/13/2018	Common Stock	502	$0	0	D
Non-Qualified Stock Option (right to buy)	$31.25	05/18/2017		M			9,000	(5)	05/13/2018	Common Stock	9,000	$0(1)	0	D

Explanation of Responses:

1. This Form 4/A corrects inadvertent errors in the original Form 4 filed on May 18, 2017.

2. Balance of 401(k) shares is based on a plan statement dated as of April 30, 2017.

3. The option, representing a right to purchase 20,000 shares, is exercisable in nine equal annual installments beginning on May 14, 2011, which was the first anniversary of the date on which the option was granted.

4. The option, representing a right to purchase 502 shares, is exercisable in four equal annual installments beginning on May 13, 2012, which was the first anniversary of the date on which the option was granted.

5. The option, representing a right to purchase 9,000 shares, is exercisable in four equal annual installments beginning on May 13, 2012, which was the first anniversary of the date on which the option was granted.

Remarks:

	/s/ Albert Percival as Attorney-in-Fact for Juan Nunez	05/19/2017
	** 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).
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