Sec Form 4 Filing - LANNON DAVID @ WHOLE FOODS MARKET INC - 2015-02-20

Insider filing report for Changes in Beneficial Ownership
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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
LANNON DAVID
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)
Executive Vice President
(Last) (First) (Middle)
550 BOWIE STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/20/2015
(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 02/20/2015 M 96 A $ 20.42 14,067 D
Common Stock 02/20/2015 S 96 D $ 56.58 13,971 D
Common Stock 02/20/2015 M 2,250 A $ 20.42 16,221 D
Common Stock 02/20/2015 S 2,250 D $ 56.596 13,971 D
Common Stock 02/20/2015 M 2,200 A $ 20.42 16,171 D
Common Stock 02/20/2015 S 2,200 D $ 56.6 13,971 D
Common Stock 416.589 I By 401(k) Plan ( 1 )
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) $ 20.42 ( 2 ) 02/20/2015 M 96 ( 2 ) ( 3 ) 05/14/2017 Common Stock 96 ( 2 ) $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 20.42 ( 2 ) 02/20/2015 M 2,250 ( 2 ) ( 4 ) 05/14/2017 Common Stock 2,250 ( 2 ) $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 20.42 ( 2 ) 02/20/2015 M 2,200 ( 2 ) ( 5 ) 05/14/2020 Common Stock 2,200 ( 2 ) $ 0 11,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LANNON DAVID
550 BOWIE STREET
AUSTIN, TX78703
Executive Vice President
Signatures
/s/ Albert Percival as Attorney-in-Fact for David Lannon 02/24/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Balance of 401(k) shares is based on a plan statement dated as of January 31, 2015.
( 2 )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.
( 3 )The option, representing a right to purchase a total of 390 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.
( 4 )The option, representing a right to purchase a total of 9,000 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.
( 5 )The option, representing a right to purchase a total of 20,000 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.

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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