Sec Form 4 Filing - GALLO A C @ WHOLE FOODS MARKET INC - 2015-02-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GALLO A C 2. Issuer Name and Ticker or Trading Symbol WHOLE FOODS MARKET INC [ WFM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and COO (Last) (First) (Middle) 550 BOWIE STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2015 (Street) AUSTIN, TX78703 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 02/13/2015 A 10,687 A $ 0 90,118 D Common Stock 02/13/2015 J( 2 ) 1,603 D $ 56.145 88,515 D Common Stock 02/13/2015 M 19,000 A $ 20.42 107,515 D Common Stock 02/13/2015 S 19,000 D $ 56.1 88,515 D Common Stock 02/13/2015 M 2,150 A $ 20.42 90,665 D Common Stock 02/13/2015 S 2,150 D $ 56.1 88,515 D Common Stock 981.285 I By 401(k) Plan ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Option (right to buy) $ 56.145 02/13/2015 A 30,000 ( 4 ) 02/13/2022 Common Stock 30,000 $ 0 30,000 D Non-Qualified Stock Option (right to buy) $ 20.42 ( 5 ) 02/13/2015 M 19,000 ( 5 ) ( 6 ) 05/14/2020 Common Stock 19,000 ( 5 ) $ 0 43,054 D Non-Qualified Stock Option (right to buy) $ 20.42 ( 5 ) 02/13/2015 M 2,150 ( 5 ) ( 7 ) 05/14/2017 Common Stock 2,150 ( 5 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GALLO A C 550 BOWIE STREET AUSTIN, TX78703 President and COO Signatures /s/ Albert Percival as Attorney-in-Fact for A. C. Gallo 02/17/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant 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. ( 2 )Represents shares surrendered to the issuer to pay the reporting person's withholding tax liability in connection with the vesting of restricted stock. ( 3 )Balance of 401(k) shares is based on a plan statement dated as of January 31, 2015. ( 4 )The option, representing a right to purchase 30,000 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. ( 5 )The exercise price and number of shares subject to the option give effect to the 2-for-1 split of the common stock of Whole Foods Market, Inc. that occurred on May 29, 2013. ( 6 )The option, representing a right to purchase a total of 82,054 shares is exercisable in nine equal annual installments beginning on May 14, 2011, which was the first anniversary of the date on which the option was granted. ( 7 )The option, representing a right to purchase a total of 8,600 shares is exercisable in four equal annual installments beginning on May 14, 2011, which was the first anniversary of the date on which the option was granted.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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