Page 8 of 10 – SEC Filing
This Amendment No. 1 (“Amendment No. 1“) 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“, and together with this Amendment No. 1, 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. 1 shall have the
meanings set forth in the Original Schedule 13D. This Amendment No. 1 amends Items 3, 4, 5(a), 5(b), 5(c) and 6.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
The first two sentences of Item 3 of the Schedule
13D are hereby amended and restated as follows:
The 27,642,498 Shares reported herein as beneficially
owned by the Reporting Persons were acquired at an aggregate purchase price of approximately $841.8 million.
The 26,074,830 Shares reported herein by JANA
were acquired at an aggregate purchase price of approximately $794.5 million.
| Item 4. | PURPOSE OF TRANSACTION. |
Item 4 of the Schedule 13D is hereby amended
and supplemented by the addition of the following:
On May 27, 2017, JANA entered into a nominee
agreement with Celeste A. Clark, Ph.D. (“Dr. Clark“) substantially in the form attached as Exhibit B to the Schedule
13D filed by JANA with the Securities and Exchange Commission on April 10, 2017 and incorporated by reference herein.
The principal business of Dr. Clark is consulting on nutrition, health policy, regulatory matters and leadership
after previously serving as Senior Vice President of Global Public Policy and External Affairs and Chief Sustainability Officer
of Kellogg Company. Dr. Clark currently serves on the boards of Mead Johnson Nutrition Company and AdvancePierre Foods.
| Item 5. | INTEREST IN SECURITIES OF THE COMPANY. |
Paragraphs (a) and (b) of Item 5 of the Schedule
13D are hereby amended and restated and paragraph (c) of Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
(a) The aggregate percentage of Shares
reported to be beneficially owned by the Reporting Persons is based upon 319,564,636 Shares outstanding, which is the total number
of Shares outstanding as of May 12, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended
April 9, 2017, filed with the SEC on May 19, 2017.
As of the close of business on the date
hereof, JANA may be deemed to beneficially own 26,074,830 Shares, representing approximately 8.2% of the Shares outstanding.
As of the close of business on the date
hereof, Mr. Murphy may be deemed to beneficially own 1,457,078 Shares, representing approximately 0.5% of the Shares outstanding.
As of the close of business on the date
hereof, Ms. Dietz may be deemed to beneficially own 101,000 Shares, representing less than 0.1% of the Shares outstanding.
As of the close of business on the date
hereof, Mr. Dickson may be deemed to beneficially own 5,275 Shares, representing less than 0.1% of the Shares outstanding.
