Sec Form 4 Filing - Green Equity Investors V, L.P. @ WHOLE FOODS MARKET INC - 2012-11-26

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 Green Equity Investors V, L.P. 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 _____ Officer (give title below) X __ Other (specify below) See General Remarks. (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD, SUITE 2000 3. Date of Earliest Transaction (MM/DD/YY) 11/26/2012 (Street) LOS ANGELES, CA90025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 11/26/2012 ( 1 ) S 89,151 ( 2 ) D $ 92.6504 ( 3 ) 941,146 ( 4 ) ( 5 ) ( 6 ) D Common Stock 11/26/2012 ( 1 ) S 92,036 ( 7 ) D $ 92.6504 ( 3 ) 971,592 ( 4 ) ( 5 ) ( 8 ) D Common Stock 11/26/2012 ( 1 ) S 293 ( 9 ) D $ 92.6504 ( 3 ) 81,860 ( 4 ) ( 5 ) ( 10 ) D Common Stock 11/26/2012 ( 1 ) S 46,470 ( 11 ) D $ 92.6504 ( 3 ) 1,752,661 ( 4 ) ( 5 ) ( 12 ) D Common Stock 11/26/2012 ( 1 ) S 2,550 ( 13 ) D $ 92.6504 ( 3 ) 357,649 ( 4 ) ( 5 ) ( 14 ) D Common Stock 11/27/2012 ( 1 ) S 96,052 ( 2 ) D $ 91.6054 ( 15 ) 845,094 ( 4 ) ( 5 ) ( 6 ) D Common Stock 11/27/2012 ( 1 ) S 99,162 ( 7 ) D $ 91.6054 ( 15 ) 872,430 ( 4 ) ( 5 ) ( 8 ) D Common Stock 11/27/2012 ( 1 ) S 315 ( 9 ) D $ 91.6054 ( 15 ) 81,545 ( 4 ) ( 5 ) ( 10 ) D Common Stock 11/27/2012 ( 1 ) S 50,067 ( 11 ) D $ 91.6054 ( 15 ) 1,702,594 ( 4 ) ( 5 ) ( 12 ) D Common Stock 11/27/2012 ( 1 ) S 2,747 ( 13 ) D $ 91.6054 ( 15 ) 354,902 ( 4 ) ( 5 ) ( 14 ) D Common Stock 1,140 I See Footnotes ( 4 ) ( 5 ) ( 16 ) ( 17 )

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 ( 18 ) 05/14/2017 Common Stock 4,500 4,500 I See footnote ( 19 ) Employee Stock Option (right to buy) $ 62.49 ( 20 ) 05/13/2018 Common Stock 4,500 4,500 ( 21 ) D Employee Stock Option (right to buy) $ 88.54 ( 22 ) 05/11/2019 Common Stock 4,500 4,500 ( 23 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Green Equity Investors V, L.P. 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 See General Remarks. Green Equity Investors Side V, L.P. 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 See General Remarks. GEI Capital V, LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 See General Remarks. Green V Holdings, LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 See General Remarks. LEONARD GREEN PARTNERS LP 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 See General Remarks. LGP MANAGEMENT INC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 See General Remarks. Thyme Coinvest, LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 See General Remarks. Signatures /s/ Cody L. Franklin as Attorney-in-Fact for Jonathan D. Sokoloff, Manager of GEI Capital V, LLC, the general partner of Green Equity Investors V, L.P. 11/29/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Not applicable. ( 2 )Represents Shares sold by Green Equity Investors V, L.P. ( 3 )This transaction was executed in multiple trades at prices ranging from $91.95 to $94.53. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake 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 trades were effected. ( 4 )GEI Capital V, LLC ("GEIC") is the general partner of Green Equity Investors V, L.P. ("GEI V") and Green Equity Investors Side V, L.P. ("GEI Side V"). Green V Holdings, LLC ("Holdings") is a limited partner of GEI V and GEI Side V. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI V and GEI Side V, the manager of Thyme Coinvest, LLC ("Thyme") and an affiliate of GEIC and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP. ( 5 )GEI Side V and Thyme, as affiliated entities of GEI V, LGP, as the management company of GEI V and GEI Side V and the manager of Thyme, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, and Holdings, as a limited partner of GEI V 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 owners of the shares of Common Stock owned by GEI V, GEI Side V, Thyme, GEIC, or Holdings (such shares, collectively, the "Shares"). ( 6 )Reflects Shares held by GEI V for the benefit of certain of the Reporting Persons' investors. Each of GEI V, GEI Side V, Thyme, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. ( 7 )Represents Shares sold by GEI Side V. ( 8 )Reflects Shares held by GEI Side V for the benefit of certain of the Reporting Persons' investors. Each of GEI V, GEI Side V, Thyme, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. ( 9 )Represents Shares sold by Thyme. ( 10 )Represents Shares held by Thyme for the benefit of certain of the Reporting Persons' investors. Each of GEI V, GEI Side V, Thyme, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. ( 11 )Represents Shares sold by GEIC. ( 12 )Represents Shares held by GEIC for the benefit of certain of the Reporting Persons' investors. Each of GEI V, GEI Side V, Thyme, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. ( 13 )Represents Shares sold by Holdings. ( 14 )Represents Shares held by Holdings for the benefit of certain of the Reporting Persons' investors. Each of GEI V, GEI Side V, Thyme, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. ( 15 )This transaction was executed in multiple trades at prices ranging from $91.01 to $91.97. The price reported above reflects the weighted average sale price. The Reporting Persons hereby undertake 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 trades were effected. ( 16 )LGP serves as the management company of GEI V and GEI Side V and the manager of Thyme. GEI V, GEI Side V, and Thyme, as affiliated entities of LGP, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, and Holdings, as a limited partner of GEI V 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 owners of the shares of restricted stock owned by LGP. ( 17 )Reflects 1,140 Shares of restricted stock held by LGP, 570 of which are held in respect of Mr. Jonathan 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. The restricted stock vests in three equal annual installments, the first of which vested on November 16, 2012. Each of GEI V, GEI Side V, Thyme, LGPM, GEIC, and Holdings disclaims beneficial ownership of the restricted shares of common stock reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. ( 18 )The options vest in four equal annual installments, the first of which vested on May 14, 2011. ( 19 )The options reported as held on this row are held by Mr. Seiffer and Mr. Sokoloff for the benefit of LGP, with Mr. Seiffer and Mr. Sokoloff each holding 2,250 of such options. LGP 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. ( 20 )The options vest in four equal annual installments, the first of which vested on on May 13, 2012. ( 21 )The options reported as held on this row are held by LGP. 2,250 options were granted directly to LGP in respect of each of Mr. Seiffer's and Mr. Sokoloff's service on the Issuer's board of directors, for an aggregate grant of 4,500 options. ( 22 )The options vest in four equal annual installments beginning on May 11, 2013. ( 23 )The options reported as held on this row are held by LGP. 2,250 options were granted directly to LGP in respect of each of Mr. Seiffer's and Mr. Sokoloff's service on the Issuer's board of directors, for an aggregate grant of 4,500 options.

Remarks: Since the date of the Reporting Persons' last ownership report, the Reporting Persons have distributed to their investors substantially all of the Shares, in the aggregate amounts reported hereon. Any Shares reported hereon as retained by the Reporting Persons are held solely for the benefit of certain of their investors and will be sold on behalf of such investors' accounts in due course. As a result of these transactions, the Reporting Persons no longer have a contractual right to appoint a director to the Issuer's board of directors. The Reporting Persons disclaim beneficial ownership of such shares for purposes of Section 16, and shall make no further filings on Form 4 with respect to such shares.

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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