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Filing Details

Accession Number:: 0001181431-12-047105
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-08-23 08:19:04
Reporting Period:: 2012-08-20

Filing Date:: 2012-08-23
Accepted Time:: 2012-08-23 08:19:04
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
865436	Whole Foods Market Inc	WFM	Retail-Grocery Stores (5411)	741989366

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1175523	Leonard Green Partners Lp	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	No	No
1175525	Lgp Management Inc	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	No	No
1449640	Gei Capital V, Llc	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	No	No
1449643	Green Equity Investors Side V, L.p.	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	No	No
1449644	Green Equity Investors V, L.p.	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	No	No
1449645	Green V Holdings, Llc	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	No	No
1451301	Thyme Coinvest, Llc	11111 Santa Monica Boulevard Suite 2000 Los Angeles CA 90025	Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2012-08-20	346,880	$95.10	8,487,698	No	4	S	Direct
Common Stock	Disposition	2012-08-20	104,053	$95.10	2,546,036	No	4	S	Direct
Common Stock	Disposition	2012-08-20	3,357	$95.10	82,153	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	1,140	Indirect	See Footnotes

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Employee Stock Option (right to buy)	$40.83	2017-05-14	4,500	4,500	Indirect
Common Stock	Employee Stock Option (right to buy)	$62.49	2018-05-13	4,500	4,500	Direct
Common Stock	Employee Stock Option (right to buy)	$88.54	2019-05-11	4,500	4,500	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2017-05-14	4,500	4,500	Indirect
2018-05-13	4,500	4,500	Direct
2019-05-11	4,500	4,500	Direct

Footnotes

Not applicable.
Represents shares sold by Green Equity Investors V, L.P. ("GEI V").
This transaction was executed in multiple trades at prices ranging from $94.92 to $95.55. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
GEI Capital V, LLC ("GEIC") is the general partner of GEI V and Green Equity Investors Side V, L.P. ("GEI Side V"). Green V Holdings, LLC ("Holdings") is a limited partner of GEI V and GEI Side V. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI V and GEI Side V, the manager of Thyme Coinvest, LLC ("Thyme") and an affiliate of GEIC and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
GEI Side V and Thyme, as affiliated entities of GEI V, LGP, as the management company of GEI V and GEI Side V and the manager of Thyme, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, and Holdings, as a limited partner of GEI V directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owners of the shares of Common Stock owned by GEI V, GEI Side V or Thyme (such shares, collectively, the "Shares").
Reflects shares owned by GEI V. Each of GEI Side V, Thyme, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
Represents shares sold by GEI Side V.
Reflects shares owned by GEI Side V. Each of GEI V, Thyme, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
Represents shares sold by Thyme.
Reflects shares owned by Thyme. Each of GEI V, GEI Side V, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
LGP serves as the management company of GEI V and GEI Side V and the manager of Thyme. GEI V, GEI Side V and Thyme, as affiliated entities of LGP, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, and Holdings, as a limited partner of GEI V directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owners of the shares of restricted stock owned by LGP.
Reflects 1,140 shares of restricted stock held by LGP, 570 of which are held in respect of Mr. Jonathan Sokoloff's service on the Issuer's board of directors and the remaining 570 of which are held in respect of Mr. Jonathan Seiffer's service on the Issuer's board of directors. Each of GEI V, GEI Side V, Thyme, LGPM, GEIC, and Holdings disclaims beneficial ownership of the restricted shares of common stock reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
The options vest in four equal annual installments, the first of which vested on May 14, 2011.
The options reported as held on this row are held by Mr. Seiffer and Mr. Sokoloff for the benefit of LGP, with Mr. Seiffer and Mr. Sokoloff each holding 2,250 of such options. LGP directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of such options.
The options vest in four equal annual installments, the first of which vested on on May 13, 2012.
The options reported as held on this row are held by LGP. 2,250 options were granted directly to LGP in respect of each of Mr. Seiffer's and Mr. Sokoloff's service on the Issuer's board of directors, for an aggregate grant of 4,500 options.
The options vest in four equal annual installments beginning on May 11, 2013.
The options reported as held on this row are held by LGP. 2,250 options were granted directly to LGP in respect of each of Mr. Seiffer's and Mr. Sokoloff's service on the Issuer's board of directors, for an aggregate grant of 4,500 options.