GALLO A C 4

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

Form 4

Period: 2017-08-28

Co-President and COO

Transactions

Disposition to Issuer
Common Stock
2017-08-28$42.00/sh−51,699$2,171,358→ 0 total
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-08-28−43,054→ 0 total
Exercise: $20.42Exp: 2020-05-14→ Common Stock (43,054 underlying)
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
Common Stock
2017-08-28$42.00/sh−1,021.578$42,906→ 0 total(indirect: By 401(k))
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-08-28−9,392→ 0 total
Exercise: $31.25Exp: 2018-05-13→ Common Stock (9,392 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-08-28−4,722→ 0 total
Exercise: $37.91Exp: 2021-05-16→ Common Stock (4,722 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-08-28−4,748→ 0 total
Exercise: $35.99Exp: 2024-05-19→ Common Stock (4,748 underlying)

Footnotes (5)

[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]Balance of 401(k) shares is based on a plan statement dated as of July 31, 2017.
[F3]The option was exercisable in five annual installments beginning on the first anniversary of the date on which the option was granted. 18,000 options became exercisable on the first anniversary; 16,500 options became exercisable on each of the second, third and fourth anniversaries; and 14,554 options became exercisable on the fifth anniversary.
[F4]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.
[F5]The option was exercisable in four equal annual installments beginning on the first anniversary of the date on which the option was granted.

Documents

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