Statement of Changes in Beneficial Ownership (4)
May 18 2015 - 6:15PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
SORENSON RALPH Z
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2. Issuer Name
and
Ticker or Trading Symbol
WHOLE FOODS MARKET INC
[
WFM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
550 BOWIE STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/14/2015
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(Street)
AUSTIN, TX 78703
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/14/2015
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S
(1)
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15000
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D
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$42.71
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6690
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I
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Held by the Ralph Z Sorenson 1979 Trust
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Common Stock
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28388
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I
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Held by the Ralph Z Sorenson 2012 GST Trust
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Common Stock
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7723
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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$43.075
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5/15/2015
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A
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2250
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(2)
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5/15/2022
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Common Stock
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2250.0
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$0
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2250
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D
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Explanation of Responses:
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(
1)
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The trust contributed 15,000 shares of common stock to an exchange fund in exchange for shares of the fund. The common stock was valued at $42.71 per share for purposes of determining the number of issuable shares of the exchange fund to the trust. For the next seven years, starting on the date of entering the exchange fund, if the trust redeems from the exchange fund, the trust will receive in return shares of the original stock which was contributed to the fund, valued at the current net asset value of the exchange fund.
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(
2)
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The option, representing a right to purchase 2,250 shares, is exercisable in four equal annual installments beginning on May 15, 2016, which is the first anniversary of the date on which the option was granted.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SORENSON RALPH Z
550 BOWIE STREET
AUSTIN, TX 78703
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X
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Signatures
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/s/ Albert Percival as Attorney-in-Fact for Ralph Z. Sorenson
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5/18/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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