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Form 4 WHOLE FOODS MARKET INC For: Dec 14 Filed by: Flanagan Glenda J

December 16, 2016 12:15 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Flanagan Glenda J
(Last) (First) (Middle)
550 BOWIE STREET
(Street)
AUSTIN TX 78703
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WHOLE FOODS MARKET INC [ WFM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/14/2016   M   342 A $ 20.42 216,590 D  
Common Stock 12/14/2016   S   342 D $ 31.38 216,248 D  
Common Stock 12/14/2016   M   4,250 A $ 20.42 220,498 D  
Common Stock 12/14/2016   S   4,250 D $ 31.37 216,248 D  
Common Stock               20,000 (1) I By family limited partnership
Common Stock               1,269.436 (2) I By 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 20.42 12/14/2016   M   4,250     (3) 05/14/2017 Common Stock 4,250.00 $ 0 4,250 D  
Non-Qualified Stock Option (right to buy) $ 20.42 12/14/2016   M   342     (4) 05/14/2017 Common Stock 342.00 $ 0 0 D  
Explanation of Responses:
1. Reflects shares held by a family limited partnership of which the reporting person owns 50% of the general partner interest and approximately 96% of the total interest in the limited partnership. The reporting person disclaims beneficial ownership of Whole Foods Market, Inc. common stock held by the limited partnership, except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that she is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
2. Balance of 401(k) shares is based on a plan statement dated as of November 30, 2016.
3. The option represents a right to purchase 8,500 shares and is exercisable in four equal annual installments beginning on May 14, 2011, which was the first anniversary of the date on which the option was granted.
4. The option represents a right to purchase 342 shares and is exercisable in four equal annual installments beginning on May 14, 2011, which was the first anniversary of the date on which the option was granted.
/s/ Albert Percival as Attorney-in-Fact for Glenda Flanagan 12/16/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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