Sec Form 4 Filing - SORENSON RALPH Z @ WHOLE FOODS MARKET INC - 2015-05-14

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person SORENSON RALPH Z 2. Issuer Name and Ticker or Trading Symbol WHOLE FOODS MARKET INC [ WFM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 550 BOWIE STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/14/2015 (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 05/14/2015 S( 1 ) 15,000 D $ 42.71 6,690 I Held by the Ralph Z Sorenson 1979 Trust Common Stock 28,388 I Held by the Ralph Z Sorenson 2012 GST Trust Common Stock 7,723 D

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) $ 43.075 05/15/2015 A 2,250 ( 2 ) 05/15/2022 Common Stock 2,250 $ 0 2,250 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SORENSON RALPH Z 550 BOWIE STREET AUSTIN, TX78703 X Signatures /s/ Albert Percival as Attorney-in-Fact for Ralph Z. Sorenson 05/18/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The trust contributed 15,000 shares of common stock to an exchange fund in exchange for shares of the fund. The common stock was valued at $42.71 per share for purposes of determining the number of issuable shares of the exchange fund to the trust. For the next seven years, starting on the date of entering the exchange fund, if the trust redeems from the exchange fund, the trust will receive in return shares of the original stock which was contributed to the fund, valued at the current net asset value of the exchange fund. ( 2 )The option, representing a right to purchase 2,250 shares, is exercisable in four equal annual installments beginning on May 15, 2016, which is 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.