| FORM 4 | 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: | December 31, 2014 | | Estimated average burden | | hours per response | 0.5 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 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) | |
|
3. Date of Earliest Transaction (Month/Day/Year)
07/27/2012 |
4. If Amendment, Date of Original Filed (Month/Day/Year)
| 6. Individual or Joint/Group Filing (Check Applicable Line)| X | Form filed by One Reporting Person | | Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1.Title of Security
(Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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
| 07/27/2012 | | M | |
2,500
| A | $
11.12
|
42,370
|
D
| |
|
Common Stock
| 07/27/2012 | | M | |
2,688
| A | $
18.9
|
45,058
|
D
| |
|
Common Stock
| 07/27/2012 | | S | |
5,188
| D | $
93.61
|
39,870
|
D
| |
|
Common Stock
| | | | | | | |
3,000
|
I
|
by Spouse
|
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 (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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
(Month/Day/Year) | 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)
| $
11.12
| 07/27/2012 | | M | | |
2,500
| 12/10/2011 | 12/10/2013 |
Common Stock
|
2,500
|
$
0
|
2,500
|
D
| |
|
Non-Qualified Stock Option (right to buy)
| $
18.9
| 07/27/2012 | | M | | |
2,688
| 05/22/2010 | 05/22/2016 |
Common Stock
|
2,688
|
$
0
|
3,562
|
D
| |
| Explanation of Responses: |
| /s/ John Elstrott | 07/30/2012 |
| ** Signature of Reporting Person | Date |
| 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. |
July 30, 2012
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk, Stop 1-4
Fax: 202-504-2474
Re: Whole Foods Market, Inc.
The undersigned, a person subject to ownership reporting pursuant to Section
16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act),
and requirements pursuant to Rule 144 under the Securities Act of 1933, as
amended (the Securities Act), in respect of the equity securities of Whole
Foods Market, Inc. (WFM) hereby makes, constitutes and appoints any of Glenda
Flanagan (Executive Vice President and Chief Financial Officer), Cindy McCann
(Vice President of Investor Relations), Whitney King (Sr. Compensation
Analyst), Erica Goldbloom (Shareholder Services Administrator) and/or Albert
Percival (Securities, Finance & Governance Counsel) as my true and lawful
attorney-in-fact with full power and authority (1) to make and file on my
behalf any reports or statements of beneficial ownership or changes of
beneficial ownership, including Forms 3, 4 and 5 and amendments to these
forms, which I may be required or permitted to file under the Exchange
Act, and (2) to make and file on my behalf any notice of proposed sale of
securities or other document, including
Form 144, which I may be required or
permitted to file under the Securities Act. I hereby revoke any previous power
of attorney I may have given to any person to make and file such reports,
statements and notices. This power of attorney shall remain in force for so
long as I may be subject to reporting obligations under Section 16(a) of the
Exchange Act or the requirements of Rule 144 under the Securities Act, unless
earlier expressly revoked by me in writing and delivered to WFM. Each of my
attorneys-in-fact may at their sole discretion designate one or more substitute
attorneys-in-fact to act in their place. I acknowledge that my attorneys-in-
fact, in serving in this capacity at my request, are not assuming, nor is WFM
assuming, any of my responsibilities to comply with the Exchange Act, the
Securities Act or the rules and regulations thereunder.
This authorization is effective until further notice.
Sincerely,
/s/ John Elstrott