SEC Form 4 · accession 0000865436-17-000229

WHOLE FOODS MARKET INC · WFM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Aug 17, 2017

Accepted (ET)

Aug 28, 2017 · 5:02 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 Stock	Aug 17, 2017	G	9,522	$0.00	D	136,090	D
Common Stock	Aug 23, 2017	G	93,659	$0.00	D	42,431	D
Common Stock^F1	Aug 28, 2017	D	42,431	$42.00	D	0	D
Common Stock^F2,F1	Aug 28, 2017	D	1,368	$42.00	D	0	I	By 401(k) Plan

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Option (right to buy)^F4,F3	$20.42	Aug 28, 2017	D	72,700	D	—	May 14, 2020	Common Stock	72,700	D
Non-Qualified Stock Option (right to buy)^F4,F5	$31.25	Aug 28, 2017	D	9,442	D	—	May 13, 2018	Common Stock	9,442	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	D
Non-Qualified Stock Option (right to buy)^F4,F5	$37.91	Aug 28, 2017	D	4,749	D	—	May 16, 2021	Common Stock	4,749	D
Non-Qualified Stock Option (right to buy)^F4,F5	$30.30	Aug 28, 2017	D	4,814	D	—	Dec 31, 2021	Common Stock	4,814	D
Non-Qualified Stock Option (right to buy)^F4,F5	$35.99	Aug 28, 2017	D	2,250	D	—	Dec 31, 2021	Common Stock	2,250	D

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 15,200 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.