SUD JAMES P 4

4 · WHOLE FOODS MARKET INC · Filed Aug 28, 2017

Form 4

Period: 2017-08-28

EVP Growth & Business Develop

Transactions

Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-08-28−39,000→ 0 total
Exercise: $20.42Exp: 2020-05-14→ Common Stock (39,000 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-08-28−4,698→ 0 total
Exercise: $37.91Exp: 2021-05-16→ Common Stock (4,698 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-08-28−4,724→ 0 total
Exercise: $35.99Exp: 2024-05-19→ Common Stock (4,724 underlying)
Disposition to Issuer
Common Stock
2017-08-28$42.00/sh−183,496$7,706,832→ 0 total
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-08-28−20,000→ 0 total
Exercise: $40.81Exp: 2019-02-10→ Common Stock (20,000 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-08-28−4,762→ 0 total
Exercise: $30.30Exp: 2023-05-13→ Common Stock (4,762 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-08-28−9,342→ 0 total
Exercise: $31.25Exp: 2018-05-13→ Common Stock (9,342 underlying)

Footnotes (4)

[F1]Pursuant to the Agreement and Plan of Merger (the "merger agreement"), dated as of June 15, 2017, by and among Amazon.com, Inc., Walnut Merger Sub, Inc., and Whole Foods Market, Inc., shares of Whole Foods Market, Inc. common stock and restricted stock were converted into the right to receive $42.00 cash per share, without interest.
[F2]The option was exercisable in nine equal annual installments beginning on the first anniversary of the date on which the option was granted.
[F3]Pursuant to the merger agreement, each outstanding stock option was cancelled and converted into the right to receive an amount in cash equal to the product of (a) the number of shares subject to such option multiplied by (b) the excess, if any, of the merger consideration of $42.00 over the exercise price per share of such option.
[F4]The option was exercisable in four equal annual installments beginning on the first anniversary of the date on which the option was granted.

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