SEC Form 4 · accession 0000865436-17-000213
WHOLE FOODS MARKET INC · WFM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
A C Gallo
Officer — President and COO
Period of report
Aug 28, 2017
Accepted (ET)
Aug 28, 2017 · 4:57 pm EDT
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 | Aug 28, 2017 | D | 51,699 | $42.00 | D | 0 | D | |
| Common StockF2,F1 | Aug 28, 2017 | D | 1,022 | $42.00 | D | 0 | I | By 401(k) Plan |
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)F4,F3 | $20.42 | Aug 28, 2017 | D | 43,054 | D | — | May 14, 2020 | Common Stock | 43,054 | 0 | D |
| Non-Qualified Stock Option (right to buy)F4,F5 | $31.25 | Aug 28, 2017 | D | 9,392 | D | — | May 13, 2018 | Common Stock | 9,392 | 0 | D |
| Non-Qualified Stock Option (right to buy)F4,F5 | $40.81 | Aug 28, 2017 | D | 20,000 | D | — | Feb 10, 2019 | Common Stock | 20,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F4,F5 | $37.91 | Aug 28, 2017 | D | 4,722 | D | — | May 16, 2021 | Common Stock | 4,722 | 0 | D |
| Non-Qualified Stock Option (right to buy)F4,F5 | $35.99 | Aug 28, 2017 | D | 4,748 | D | — | May 19, 2024 | Common Stock | 4,748 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger (the "merger agreement"), dated as of June 15, 2017, by and among Amazon.com, Inc., Walnut Merger Sub, Inc., and Whole Foods Market, Inc., shares of Whole Foods Market, Inc. common stock and restricted stock were converted into the right to receive $42.00 cash per share, without interest.
- F2Balance of 401(k) shares is based on a plan statement dated as of July 31, 2017.
- F3The option was exercisable in five annual installments beginning on the first anniversary of the date on which the option was granted. 18,000 options became exercisable on the first anniversary; 16,500 options became exercisable on each of the second, third and fourth anniversaries; and 14,554 options became exercisable on the fifth anniversary.
- F4Pursuant to the merger agreement, each outstanding stock option was cancelled and converted into the right to receive an amount in cash equal to the product of (a) the number of shares subject to such option multiplied by (b) the excess, if any, of the merger consideration of $42.00 over the exercise price per share of such option.
- F5The option was exercisable in four equal annual installments beginning on the first anniversary of the date on which the option was granted.