MarketBrief


$3.7M of WFM sold by Jonathan Seiffer on 12/03/2012

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SEIFFER JONATHAN A
  2. Issuer Name and Ticker or Trading Symbol
WHOLE FOODS MARKET INC [WFM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director_____ 10% Owner
_____ Officer (give title below)_____ Other (specify below)
(Last)
(First)
(Middle)
11111 SANTA MONICA BOULEVARD, SUITE 2000		3. Date of Earliest Transaction (Month/Day/Year)
12/03/2012
(Street)

LOS ANGELES, CA 90025		4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
CodeVAmount(A) or (D)Price
Common Stock 12/03/2012   (1)S   41,012 D $ 91.2454 (2) 101,154 I See Footnotes (3) (4)
Common Stock               1,140 I See Footnotes (3) (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Security3. 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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy) $ 40.83               (6)05/14/2017 Common Stock 2,250   2,250 (7) D  
Employee Stock Option (right to buy) $ 62.49               (8)05/13/2018 Common Stock 2,250   2,250 I See footnote (9)
Employee Stock Option (right to buy) $ 88.54               (10)05/11/2019 Common Stock 2,250   2,250 I See footnote (9)

Reporting Owners

Reporting Owner Name / AddressRelationships
 Director 10% Owner Officer Other
SEIFFER JONATHAN A
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA 90025		  X      

Signatures

 /s/ Cody L. Franklin as Attorney-in-Fact for Jonathan A. Seiffer  12/04/2012
**Signature of Reporting PersonDate

Explanation of Responses:

*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).
(1)Not applicable.
(2)This transaction was executed in multiple trades at prices ranging from $90.95 to $93.94. 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 trades were effected.
(3)Mr. Jonathan Seiffer 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 GEI Capital V, LLC ("GEIC"), Green V Holdings, LLC ("Holdings"), and Leonard Green & Partners, L.P. ("LGP LP"). Mr. Seiffer 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.
(4)GEIC sold the shares reported as sold on this row on Mr. Seiffer's behalf, and following such sales, GEIC and Holdings were the direct owners on Mr. Seiffer's behalf of approximately 75,940 and 25,214 shares, respectively.
(5)LGP LP holds 1,140 shares of restricted stock, 570 of which are held in respect of Mr. Seiffer's service on the Issuer's board of directors and the remaining 570 of which are held in respect of Mr. Jonathan Sokoloff's service on the Issuer's board of directors. The restricted stock vests in three equal annual installments, the first of which vested on November 16, 2012.
(6)The options vest in four equal annual installments, the first of which vested on May 14, 2011.
(7)The options reported as held on this row are held by Mr. Seiffer for the benefit of LGP LP.
(8)The options vest in four equal annual installments, the first of which vested on May 13, 2012.
(9)The options reported as held on this row were granted directly to LGP LP in respect of Mr. Seiffer's service on the Issuer's board of directors. Mr. Seiffer 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. Seiffer 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.
(10)The options vest in four equal annual installments beginning on May 11, 2013.

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