SEC Form 4 · accession 0000865436-15-000019
WHOLE FOODS MARKET INC · WFM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan D Sokoloff
Director
Period of report
Feb 13, 2015
Accepted (ET)
Feb 17, 2015 · 5:44 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000865436
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 13, 2015 | A | 1,069 | $0.00 | A | 6,583 | D | |
| Common StockF2 | holding | — | — | — | 620,810 | I | See Footnote | |
| Common StockF3 | holding | — | — | — | 281,974 | I | See Footnote | |
| Common StockF4,F5 | holding | — | — | — | 2,280 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F6 | $56.145 | Feb 13, 2015 | A | 6,000 | A | — | Feb 13, 2022 | Common Stock | 6,000 | 6,000 | D |
Explanation of responses
- F1Grant of restricted stock for which the restriction lapses 25% on the first four anniversaries of the date on which the stock was granted, which was February 13, 2015.
- F2The shares reported on this row are held by a limited liability company of which Mr. Sokoloff is the sole manager. Mr. Sokoloff owns 1% of the interests in the limited liability company, and a trust for certain of his family members owns the other 99%. Mr. Sokoloff disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- F3The shares reported on this row are held by trusts for the benefit of family members of Mr. Sokoloff.
- F4Leonard Green & Partners, L.P. ("LGP LP") holds 2,280 shares of restricted stock, 1,140 of which are held in respect of Mr. Sokoloff's service on the Issuer's board of directors and the remaining 1,140 of which are held in respect of Mr. Jonathan Seiffer's service on the Issuer's board of directors. The restricted stock vests in three equal annual installments, the first of which vested on November 16, 2012.
- F5Mr. Sokoloff directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by LGP LP. Mr. Seiffer disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F6The option, representing a right to purchase 6,000 shares, is exercisable in four equal annual installments beginning on February 13, 2016, which is the first anniversary of the date on which the option was granted.