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 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 *

Jordan William Earl
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)
Regional President
(Last)          (First)          (Middle)

550 BOWIE STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

3/5/2015
(Street)

AUSTIN, TX 78703
(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)
Code V Amount (A) or (D) Price
Non-Qualified Stock Option (right to buy)   3/5/2015     M    104   A $9.45   104   D    
Non-Qualified Stock Option (right to buy)   3/5/2015     S    104   D $56.06   0   D    
Non-Qualified Stock Option (right to buy)   3/5/2015     M    216   A $20.42   216   D    
Non-Qualified Stock Option (right to buy)   3/5/2015     S    216   D $56.064   0   D    
Non-Qualified Stock Option (right to buy)   3/5/2015     M    226   A $31.25   226   D    
Non-Qualified Stock Option (right to buy)   3/5/2015     S    226   D $56.06   0   D    
Non-Qualified Stock Option (right to buy)   3/5/2015     M    3600   A $31.25   3600   D    
Non-Qualified Stock Option (right to buy)   3/5/2015     S    3600   D $56.065   0   D    
Non-Qualified Stock Option (right to buy)   3/5/2015     M    3396   A $44.27   3396   D    
Non-Qualified Stock Option (right to buy)   3/5/2015     S    3396   D $56.056   (1) 0   D    
Non-Qualified Stock Option (right to buy)   3/5/2015     M    236   A $44.27   236   D    
Non-Qualified Stock Option (right to buy)   3/5/2015     S    236   D $56.053   0   D    
Non-Qualified Stock Option (right to buy)   3/5/2015     M    875   A $51.86   875   D    
Non-Qualified Stock Option (right to buy)   3/5/2015     J (2)    835   D $56.04   40   D    
Non-Qualified Stock Option (right to buy)   3/5/2015     S    40   D $56.40   0   D    
Non-Qualified Stock Option (right to buy)   3/5/2015     M    61   A $51.86   61   D    
Non-Qualified Stock Option (right to buy)   3/5/2015     M    61   D $56.04   0   D    

Table II - Derivative Securities 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 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 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)   $9.45   3/5/2015     M         104      (3) 5/22/2016   Common Stock   104.0   $0   0   D    
Non-Qualified Stock Option (right to buy)   $20.42   3/5/2015     M         216      (4) 5/14/2017   Common Stock   216.0   $0   0   D    
Non-Qualified Stock Option (right to buy)   $31.25   3/5/2015     M         226      (5) 5/13/2018   Common Stock   226.0   $0   112   D    
Non-Qualified Stock Option (right to buy)   $31.25   3/5/2015     M         3600      (6) 5/13/2018   Common Stock   3600.0   $0   1800   D    
Non-Qualified Stock Option (right to buy)   $44.27   3/5/2015     M         3396      (7) 5/11/2019   Common Stock   3396.0   $0   3392   D    
Non-Qualified Stock Option (right to buy)   $44.27   3/5/2015     M         236      (8) 5/11/2019   Common Stock   236.0   $0   232   D    
Non-Qualified Stock Option (right to buy)   $51.86   3/5/2015     M         875      (9) 5/31/2020   Common Stock   875.0   $0   2625   D    
Non-Qualified Stock Option (right to buy)   $51.86   3/5/2015     M         61      (10) 5/31/2020   Common Stock   61.0   $0   182   D    

Explanation of Responses:
( 1)  The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.055 to $56.060, inclusive. The reporting person undertakes to provide to any security holder or to the SEC, upon request, full information regarding the number of shares sold at each separate price within the range stated.
( 2)  Represents shares withheld by the issuer to cover the exercise price and the reporting person's withholding tax liability in connection with the exercise of the stock option.
( 3)  The option, representing a right to purchase a total of 416 shares, is exercisable in four equal annual installments beginning on May 22, 2010, which was the first anniversary of the date on which the option was granted.
( 4)  The option, representing a right to purchase a total of 434 shares, is exercisable in four equal annual installments beginning on May 14, 2011, which was the first anniversary of the date on which the option was granted.
( 5)  The option, representing a right to purchase s total of 452 shares, is exercisable in four equal annual installments beginning on May 13, 2012, which was the first anniversary of the date on which the options were granted.
( 6)  The option, representing a right to purchase a total of 7,200 shares, is exercisable in four equal annual installments beginning on May 13, 2012, which was the first anniversary of the date on which the option was granted.
( 7)  The option, representing a right to purchase a total of 6,788 shares, is exercisable in four equal annual installments beginning on May 11, 2013, which was the first anniversary of the date on which the option was granted.
( 8)  The option, representing a right to purchase a total of 468 shares, is exercisable in four equal annual installments beginning on May 11, 2013, which was the first anniversary of the date on which the option was granted.
( 9)  The option, representing a right to purchase a total of 3,500 shares, is exercisable in four equal annual installments beginning on May 31, 2014, which was the first anniversary of the date on which the option was granted.
( 10)  The option, representing a right to purchase a total of 243 shares, is exercisable in four equal annual installments beginning on May 31, 2014, which was the first anniversary of the date on which the option was granted.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Jordan William Earl
550 BOWIE STREET
AUSTIN, TX 78703


Regional President

Signatures
/s/ Albert Percival as Attorney-in-Fact for William Earl Jordan 3/9/2015
** 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 control number.
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