UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 24, 2017

Whole Foods Market, Inc.

(Exact Name of Registrant as Specified in its Charter)

Texas

(State of

incorporation)

0-19797

(Commission File

Number)

74-1989366

(I.R.S. Employer

Identification Number)

550 Bowie Street

Austin, Texas 78703

(Address of Principal Executive Offices) (Zip Code)

(512) 477-4455

(Registrant’s telephone number, including area code)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01

Regulation FD Disclosure.

On August 24, 2017, Whole Foods Market, Inc. (the “Company”) and Amazon.com, Inc. (“Amazon”) issued a joint press release announcing that Amazon’s acquisition of the Company will close on Monday, August 28, 2017. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated by reference herein.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth in such filing.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press release dated August 24, 2017.

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SignatureS

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WHOLE FOODS MARKET, INC.


Date: August 24, 2017	By:	/s/ Heather Stern
		Heather Stern
		General Counsel and Global Vice President of Legal Affairs

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Exhibit Index

Exhibit No.		Description of Exhibit
99.1		Press release dated August 24, 2017.

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WHOLE FOODS MARKET INC 8-K