Sec Form 4 Filing - Buechel Jason @ WHOLE FOODS MARKET INC - 2017-08-28

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
Buechel Jason
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)
08/28/2017
(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 08/28/2017 D 3,612 D $ 42 ( 1 ) 0 D
Common Stock 08/28/2017 D 785.935 ( 2 ) D $ 42 ( 1 ) 0 I By 401(k) Plan
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) $ 35.99 08/28/2017 D 4,536 ( 3 ) 05/19/2024 Common Stock 4,536 ( 4 ) 0 D
Non-Qualified Stock Option (right to buy) $ 30.3 08/28/2017 D 4,500 ( 3 ) 05/13/2023 Common Stock 4,500 ( 4 ) 0 D
Non-Qualified Stock Option (right to buy) $ 31.11 08/28/2017 D 50,000 ( 3 ) 11/06/2022 Common Stock 50,000 ( 4 ) 0 D
Non-Qualified Stock Option (right to buy) $ 37.91 08/28/2017 D 4,500 ( 3 ) 05/16/2021 Common Stock 4,500 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Buechel Jason
550 BOWIE STREET
AUSTIN, TX78703
Executive Vice President
Signatures
/s/ Albert Percival as Attorney-in-Fact for Jason J. Buechel 08/28/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant 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.
( 2 )Balance of 401(k) shares is based on a plan statement dated as of July 31, 2017.
( 3 )The option was exercisable in four equal annual installments beginning on the first anniversary of the date on which the option was granted.
( 4 )Pursuant 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.

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).
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