Sec Form 4 Filing - SOKOLOFF JONATHAN D @ WHOLE FOODS MARKET INC - 2012-08-20

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 SOKOLOFF JONATHAN D 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) 11111 SANTA MONICA BOULEVARD, SUITE 2000 3. Date of Earliest Transaction (MM/DD/YY) 08/20/2012 (Street) LOS ANGELES, CA90025 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 08/20/2012 ( 1 ) S 454,290 D $ 95.1006 ( 2 ) 11,117,027 I See Footnotes ( 3 ) ( 4 )

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 Employee Stock Option (right to buy) $ 40.83 ( 5 ) 05/14/2017 Common Stock 2,250 2,250 ( 6 ) D Employee Stock Option (right to buy) $ 62.49 ( 7 ) 05/13/2018 Common Stock 2,250 2,250 I See footnote ( 8 ) Employee Stock Option (right to buy) $ 88.54 ( 9 ) 05/11/2019 Common Stock 2,250 2,250 I See footnote ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SOKOLOFF JONATHAN D 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X Signatures /s/ Cody L. Franklin as Attorney-in-Fact for Jonathan D. Sokoloff 08/22/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Not applicable. ( 2 )This transaction was executed in multiple trades at prices ranging from $94.92 to $95.55. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. ( 3 )Mr. Jonathan 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 Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V"), Thyme Coinvest, LLC ("Thyme") and Leonard Green & Partners, L.P. ("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. ( 4 )GEI V, GEI Side V and Thyme sold 346,880, 104,053 and 3,357 of the shares reported as sold on this row, respectively, and following such sales were the direct owners of 8,487,698, 2,546,036 and 82,153 shares respectively. LGP LP holds 1,140 shares of restricted stock, 570 of which are held in respect of Mr. Sokoloff's service on the Issuer's board of directors and the remaining 570 of which are held in respect of Mr. Jonathan Seiffer's service on the Issuer's board of directors. ( 5 )The options vest in four equal annual installments, the first of which vested on May 14, 2011. ( 6 )The options reported as held on this row are held by Mr. Sokoloff for the benefit of LGP LP. ( 7 )The options vest in four equal annual installments, the first of which vested on May 13, 2012. ( 8 )The 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. ( 9 )The options vest in four equal annual installments beginning on May 11, 2013.

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

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