SEC Form 4/A · accession 0001181431-15-001444
WHOLE FOODS MARKET INC · WFM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Jonathan D Sokoloff
Director
Period of report
Dec 2, 2014
Accepted (ET)
Jan 23, 2015 · 5:38 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 StockF4,F5 | Dec 2, 2014 | A | 1,200 | $0.00 | D | 1,200 | D | |
| Common StockF1 | holding | — | — | — | 620,810 | I | See Footnote | |
| Common StockF2 | holding | — | — | — | 3,114 | D | ||
| Common StockF3 | holding | — | — | — | 1,200 | D | ||
| Common StockF6 | holding | — | — | — | 281,974 | I | See Footnote | |
| Common StockF7,F8 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F10,F9 | $20.42 | holding | — | — | — | — | May 14, 2017 | Common Stock | 4,500 | 4,500 | D |
| Employee Stock Option (right to buy)F12,F11 | $31.25 | holding | — | — | — | — | May 13, 2018 | Common Stock | 4,500 | 4,500 | I |
| Employee Stock Option (right to buy)F12,F13 | $44.27 | holding | — | — | — | — | May 11, 2019 | Common Stock | 4,500 | 4,500 | I |
| Employee Stock Option (right to buy)F14 | $46.04 | holding | — | — | — | — | Dec 4, 2019 | Common Stock | 5,000 | 5,000 | D |
| Employee Stock Option (right to buy)F15 | $51.86 | holding | — | — | — | — | May 31, 2020 | Common Stock | 2,250 | 2,250 | D |
| Employee Stock Option (right to buy)F16 | $52.25 | holding | — | — | — | — | Feb 14, 2021 | Common Stock | 10,000 | 10,000 | D |
| Employee Stock Option (right to buy)F17 | $37.91 | holding | — | — | — | — | May 16, 2021 | Common Stock | 2,250 | 2,250 | D |
Explanation of responses
- F1The restricted stock reported on this row is 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 the benefit of 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 for any other purpose.
- F10The options reported as held on this row are held by Mr. Sokoloff for the benefit of LGP LP.
- F11The options reported on this row vest in four equal annual installments, the first of which vested on May 13, 2012.
- F12The options reported as held on this row were granted directly to LGP LP in respect of Mr. Sokoloff's service on the Issuer's board of directors. Mr. 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 such options. Mr. Sokoloff 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.
- F13The options reported on this row vest in four equal annual installments, the first of which vested on May 11, 2013.
- F14The options reported on this row vest in four equal annual installments, the first of which vested on December 4, 2013.
- F15The options reported on this row vest in four equal annual installments, the first of which vested on May 31, 2014.
- F16The options reported on this row vest in four equal annual installments beginning on February 14, 2015.
- F17The options reported on this row vest in four equal annual installments beginning on May 16, 2015.
- F2The restricted stock reported on this row vests in four equal annual installments, the first of which vests on February 14, 2015.
- F3The restricted stock reported on this row vests in four equal annual installments, the first of which vested on December 4, 2013.
- F4Grant of restricted stock that vests in four equal annual installments beginning on December 2, 2015.
- F5Granted as compensation for services.
- F6The shares reported on this row are held by trusts for the benefit of family members of Mr. Sokoloff.
- F7Leonard 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.
- F8Mr. 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. 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 for any other purpose.
- F9The options reported on this row vest in four equal annual installments, the first of which vested on May 14, 2011.
Remarks
This Form 4 is being filed to correct an error in Footnote 6 of the original Form 4 filed on December 4, 2014.