13D Filing: JANA Partners and Whole Foods Market Inc (WFM)

This Amendment No. 2 (“Amendment No. 2“) amends
and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC“) on
April 10, 2017 (the “Original Schedule 13D“), as amended by Amendment No. 1 filed with the SEC on May 30, 2017
(“Amendment No. 1” and together with the Original Schedule 13D and this Amendment No. 2, the “Schedule
13D“) with respect to the shares (“Shares“) of common stock, no par value, of Whole Foods Market, Inc.,
a Texas corporation (the “Issuer“). Capitalized terms used herein and not otherwise defined in this Amendment
No. 2 shall have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 2, 3, 5 and 7 as set forth below.
This is the final amendment to the Schedule 13D and constitutes an “exit filing” for the Reporting Person.

Item 2.

IDENTITY AND BACKGROUND.

Item 2 of the Schedule 13D are hereby
amended and restated as follows:

(a) This statement is filed by JANA Partners
LLC, a Delaware limited liability company (the “Reporting Person“). The Reporting Person is a private money management
firm which holds Shares of the Issuer in various accounts under its management and control. The principal owner of the Reporting
Person is Barry Rosenstein (“Mr. Rosenstein” or the “Principal“).

(b) The principal business address of
the Reporting Person and the Principal is 767 Fifth Avenue, 8th Floor, New York, New York 10153.

(c) The principal business of the Reporting
Person and the Principal is investing for accounts under their management.

(d) Neither the Reporting Person nor
the Principal has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

(e) Neither the Reporting Person 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) The Reporting Person is a limited
liability company organized in Delaware. The Principal is a citizen of the United States of America.

Item 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Schedule 13D are hereby amended
and restated as follows:

As of the close of business on the date hereof,
the Reporting Person no longer may be deemed to beneficially own any Shares.

Item 5.

INTEREST IN SECURITIES OF THE COMPANY.

Item 5 of the Schedule 13D is hereby amended
and restated as follows:

(a) – (b) As of the close of business
on the date hereof, the Reporting Person no longer may be deemed to beneficially own any Shares.