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Filing Details

Accession Number:: 0001181431-11-055489
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-11-08 21:34:49
Reporting Period:: 2011-11-04

Filing Date:: 2011-11-08
Accepted Time:: 2011-11-08 21:34:49
SEC Url:: Form 4 Filing

Issuer

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

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1175522	D Jonathan Sokoloff	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	Explanation
Common Stock	Disposition	2011-11-04	1,180,000	$68.67	16,037,976	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2011-11-07	562,800	$68.34	15,475,176	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2011-11-08	880,836	$68.52	14,594,340	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Employee Stock Option (right to buy)	$40.83		2017-05-14	2,250	2,250	Direct
Common Stock	Employee Stock Option (right to buy)	$62.49		2018-05-13	2,250	2,250	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2017-05-14	2,250	2,250	Direct
2018-05-13	2,250	2,250	Indirect

Footnotes

Not applicable.
This transaction was executed in multiple trades at prices ranging from $67.97 to $69.12. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes 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.
Mr. Sokoloff 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 the shares owned by Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V") and Thyme Coinvest, LLC ("Thyme"). Mr. Sokoloff disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
GEI V, GEI Side V and Thyme sold 901,006, 270,273 and 8,721 of the shares reported as sold on this row, respectively, and following such sales were the direct owners of 12,246,031, 3,673,414 and 118,531 shares respectively.
This transaction was executed in multiple trades at prices ranging from $67.97 to $68.86. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes 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 V, GEI Side V and Thyme sold 429,734, 128,906 and 4,160 of the shares reported as sold on this row, respectively, and following such sales were the direct owners of 11,816,297, 3,544,508 and 114,371 shares respectively.
This transaction was executed in multiple trades at prices ranging from $67.98 to $68.90. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes 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 V, GEI Side V and Thyme sold 672,575, 201,751 and 6,510 of the shares reported as sold on this row, respectively, and following such sales were the direct owners of 11,143,722, 3,342,757 and 107,861 shares respectively.
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. Sokoloff for the benefit of Leonard Green & Partners, L.P. ("LGP LP").
The options vest in four equal annual installments beginning on May 13, 2012.
The options reported as held on this row were granted directly to LGP LP in respect of Mr. Sokoloff's service on the Issuer's board of directors. Mr. Sokoloff 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. Mr. Sokoloff disclaims beneficial ownership of the options reported on this row except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.