Page 8 of 24 – SEC Filing
| Item 1. | SECURITY AND ISSUER |
This statement on Schedule 13D relates
to the shares (“Shares“) of common stock, no par value, of Whole Foods Market, Inc., a Texas corporation (the
“Issuer“). The principal executive office of the Issuer is located at 550 Bowie Street, Austin, Texas 78703.
| Item 2. | IDENTITY AND BACKGROUND. |
(a) This statement is filed by (i) JANA
Partners LLC, a Delaware limited liability company (“JANA“), (ii) Glenn Murphy (“Mr. Murphy“),
(iii) Diane Dietz, whose full legal name is Diane Dietz Suciu (“Ms. Dietz“), (iv) Thomas W. (“Tad”) Dickson (“Mr.
Dickson“), (v) Meredith Adler (“Ms. Adler“), and (vi) Mark Bittman (“Mr. Bittman,” and
together with JANA, Mr. Murphy, Ms. Dietz, Mr. Dickson, and Ms. Adler, the “Reporting Persons“). JANA is a private
money management firm which holds Shares of the Issuer in various accounts under its management and control. The principal owner
of JANA is Barry Rosenstein (“Mr. Rosenstein” or the “Principal“).
(b) The principal business address
of JANA and the Principal is 767 Fifth Avenue, 8th Floor, New York, NY 10153. The address of Mr. Murphy is c/o FIS Holdings,
Ltd., 95 St. Clair Avenue West, Suite 1400, Toronto, Ontario M4V 1X2. The address of Ms. Dietz is P.O. Box 18, Diablo, CA
94528. The address of Mr. Dickson is 200 South College Street, Suite 1800, Charlotte, NC 28202. The address of Ms. Adler is
1397 2nd Avenue, Suite 111, New York, NY 10021. The address of Mr. Bittman is c/o Peyser and Alexander, 500 Fifth
Avenue, New York, NY 10110.
(c) The principal business of JANA
and the Principal is investing for accounts under their management. The principal business of Mr. Murphy is serving as
Founder and CEO of FIS-Holdings, Ltd., a consumer focused investment firm that invests to unlock value operationally in high
quality businesses. The principal business of Ms. Dietz is serving as President and CEO of Rodan & Fields, LLC, a premium
skincare brand. The principal business of Mr. Dickson is private investing after previously serving as Chairman and CEO of
Harris Teeter Supermarkets, Inc., a grocery company. The principal business of Ms. Adler is consulting in the food and retail
sectors following a career as an equity research analyst. The principal business of Mr. Bittman is serving as a food and
wellness journalist and author and as faculty at the Mailman School of Public Health at Columbia University, where he focuses
on food policy.
(d) None of the Reporting Persons or
the Principal has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons nor
the Principal has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) JANA is a limited liability
company organized in Delaware. The Principal, Ms. Dietz, Mr. Dickson, Ms. Adler, and Mr. Bittman are each United States
citizens. Mr. Murphy is a Canadian citizen.
