SEC Form 4 · accession 0000865436-17-000230

WHOLE FOODS MARKET INC · WFM

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

Reporting owner

Jonathan A Seiffer

Director

Period of report

Aug 25, 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 25, 2017	G	40,000	$0.00	D	90,479	D
Common Stock^F1	Aug 28, 2017	D	90,479	$42.00	D	0	D
Common Stock^F1,F2	Aug 28, 2017	D	30,318	$42.00	D	0	I	See Footnote
Common Stock^F1,F3,F4	Aug 28, 2017	D	2,280	$42.00	D	0	I	See Footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Option (right to buy)^F6,F5	$37.91	Aug 28, 2017	D	2,250	D	—	May 16, 2021	Common Stock	2,250	D
Non-Qualified Stock Option (right to buy)^F6,F5	$30.30	Aug 28, 2017	D	2,250	D	—	May 13, 2023	Common Stock	2,250	D
Non-Qualified Stock Option (right to buy)^F6,F5	$35.99	Aug 28, 2017	D	2,250	D	—	May 19, 2024	Common Stock	2,250	D
Non-Qualified Stock Option (right to buy)^F6,F7,F5	$31.25	Aug 28, 2017	D	9,000	D	—	May 13, 2018	Common Stock	9,000	I

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.
F2The shares reported on this row are held by a family limited partnership controlled by Mr. Seiffer and established for the benefit of certain of his family members.
F3Leonard Green & Partners, L.P. ("LGP LP") holds 2,280 shares of stock.
F4Mr. Seiffer 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, tobe 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.
F5The option was exercisable in four equal annual installments beginning on the first anniversary of the date on which the option was granted.
F6Pursuant 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.
F7The options reported as held on this row were granted directly to LGP LP in respect of Mr. Seiffer's service on the Issuer's board of directors. Mr. Seiffer 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 such options. Mr. Seiffer disclaims beneficial ownership of the options reported on this row 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.