Annual Statement of Changes in Beneficial Ownership (5)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* SEIFFER JONATHAN A	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. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 9/28/2014
(Street) LOS ANGELES, CA 90025 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾							3114	D
Common Stock ⁽²⁾							1200	D
Common Stock							119607	D
Common Stock	11/10/2014		G	223 ⁽³⁾	D	$48.05	119384	D
Common Stock	11/19/2014		G	2081 ⁽⁴⁾	D	$47.78	117303	D
Common Stock							30318	I	See Footnote ⁽⁵⁾
Common Stock							2280	I	See Footnotes ⁽⁶⁾ ⁽⁷⁾

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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/YYYY)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$20.42						⁽⁸⁾	5/14/2017	Common Stock	4500		4500 ⁽⁹⁾	D
Employee Stock Option (right to buy)	$31.25						⁽¹⁰⁾	5/13/2018	Common Stock	4500		4500	I	See footnote ⁽¹¹⁾
Employee Stock Option (right to buy)	$44.27						⁽¹²⁾	5/11/2019	Common Stock	4500		4500	I	See footnote ⁽¹¹⁾
Employee Stock Option (right to buy)	$46.04						⁽¹³⁾	12/4/2019	Common Stock	5000		5000	D
Employee Stock Option (right to buy)	$51.86						⁽¹⁴⁾	5/31/2020	Common Stock	2250		2250	D
Employee Stock Option (right to buy)	$52.25						⁽¹⁵⁾	2/14/2021	Common Stock	10000		10000	D
Employee Stock Option (right to buy)	$37.91						⁽¹⁶⁾	5/16/2021	Common Stock	2250		2250	D

Explanation of Responses:
( 1)	The restricted stock reported on this row vests in four equal annual installments, the first of which vests on February 14, 2015.
( 2)	The restricted stock reported on this row vests in four equal annual installments, the first of which vested on December 4, 2013.
( 3)	This transaction represents a charitable donation of 223 shares of common stock of the Issuer on November 10, 2014. The Issuer's common stock closed at $48.05 that day, resulting in a value for the donation of $10,715.15.
( 4)	This transaction represents a charitable donation of 2,081 shares of common stock of the Issuer on November 19, 2014. The Issuer's common stock closed at $47.78 that day, resulting in a value for the donation of $99,430.18.
( 5)	The shares reported on this row are held by a family limited partnership controlled by Mr. Seiffer and established for the benefit of certain of his family members.
( 6)	Leonard Green & Partners, L.P. ("LGP LP") holds 2,280 shares of restricted stock, 1,140 of which are held in respect of Mr. Seiffer's service on the Issuer's board of directors and the remaining 1,140 of which are held in respect of Mr. Jonathan Sokoloff'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.
( 7)	Mr. Seiffer 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 LGP LP. Mr. Seiffer 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.
( 8)	The options reported on this row vest in four equal annual installments, the first of which vested on May 14, 2011.
( 9)	The options reported as held on this row are held by Mr. Seiffer for the benefit of LGP LP.
( 10)	The options reported on this row vest in four equal annual installments, the first of which vested on May 13, 2012.
( 11)	The options reported as held on this row were granted directly to LGP LP in respect of Mr. Seiffer's service on the Issuer's board of directors. Mr. Seiffer 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. Seiffer 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.
( 12)	The options reported on this row vest in four equal annual installments, the first of which vested on May 11, 2013.
( 13)	The options reported on this row vest in four equal annual installments, the first of which vested on December 4, 2013.
( 14)	The options reported on this row vest in four equal annual installments, the first of which vested on May 31, 2014.
( 15)	The options reported on this row vest in four equal annual installments beginning on February 14, 2015.
( 16)	The options reported on this row vest in four equal annual installments beginning on May 16, 2015.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SEIFFER JONATHAN A 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA 90025	X

Signatures
/s/ Cody L. Franklin as Attorney-in-Fact for Jonathan A. Seiffer		11/21/2014
^** 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).
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