consent, to certain proposed amendments (the proposed amendments) to the indenture, dated as of December 3, 2015 between Whole Foods Market and U.S. Bank National Association, as
trustee (the Whole Foods Market Trustee), as amended and restated in the amended and restated indenture, dated as of September 8, 2016 between Whole Foods Market and the Whole Foods Market Trustee (the Whole Foods Market Base
Indenture) and the first supplemental indenture, dated as of December 3, 2015 between Whole Foods Market and the Whole Foods Market Trustee (the Whole Foods Market First Supplemental Indenture and, together with the Whole
Foods Market Base Indenture, the Whole Foods Market Indenture), governing the Whole Foods Market Notes.
By tendering your Whole Foods Market
Notes for exchange, you will be deemed to have validly delivered your consent to the proposed amendments to the Whole Foods Market Indenture, as further described under The Proposed Amendments. You may not consent to the proposed
amendments to the Whole Foods Market Indenture and the Whole Foods Market Notes without tendering your Whole Foods Market Notes in the appropriate exchange offer and you may not tender your Whole Foods Market Notes for exchange without consenting to
the proposed amendments. You may revoke your consent at any time prior to the Expiration Date by withdrawing the Whole Foods Market Notes you have tendered.
The consummation of the exchange offer is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions discussed under
The Exchange Offer and Consent SolicitationConditions to the Exchange Offer and Consent Solicitation, including, among other things, the receipt of valid consents to the proposed amendments from the holders of at least a majority
of the outstanding aggregate principal amount of Whole Foods Market Notes (the Requisite Consents). We may, at our option and in our sole discretion, waive any such conditions except the condition that the registration statement of which
this prospectus forms part has been declared effective by the U.S. Securities and Exchange Commission (the SEC or the Commission). All conditions to the exchange offer must be satisfied or, where permitted, waived, on or
before the Expiration Date. The proposed amendments may become effective if the Requisite Consents are received and the conditions discussed under The Exchange Offer and Consent SolicitationConditions to the Exchange Offer and Consent
Solicitation have been satisfied or, where permitted, waived.
We plan to issue the Amazon Notes promptly on or about the first business day
following the Expiration Date (the Settlement Date), assuming that the conditions to the exchange offer are satisfied or, where permitted, waived. The Whole Foods Market Notes are not, and the Amazon Notes will not be, listed on any
securities exchange.
This investment involves risks. Before participating in the exchange offer and consenting to the proposed amendments to the Whole Foods Market Indenture,
please see the sections entitled
Risk Factors
beginning on page 18 of this prospectus and beginning on page 35 of our Quarterly Report on Form
10-Q
for the fiscal quarter
ended September 30, 2017, which is incorporated by reference in this prospectus for a discussion of the risks that you should consider in connection with your investment in the Amazon Notes.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
None of Amazon, Whole Foods Market, the dealer manager for the exchange offer and
solicitation agent for the consent solicitation (the dealer manager), Global Bondholder Services Corporation, the exchange agent and information agent for the exchange offer and consent solicitation (the exchange agent or the
information agent), the Whole Foods Market Trustee, or the Amazon Trustee (as defined in this prospectus), or any other person makes any recommendation as to whether you should exchange your Whole Foods Market Notes in the exchange offer
or deliver your consent to the proposed amendments to the Whole Foods Market Indenture and the Whole Foods Market Notes.
The dealer
manager for the exchange offer and solicitation agent for consent solicitation is:
BofA Merrill Lynch
The date of this prospectus is December 13, 2017