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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | $ 0 | 08/28/2007 | D | 189 | (1) | 07/27/2016 | Common Stock | 189 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 08/28/2007 | D | 10 | (1) | 07/31/2016 | Common Stock | 10 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 08/28/2007 | D | 136 | (1) | 08/04/2016 | Common Stock | 136 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 08/28/2007 | D | 209 | (1) | 08/30/2016 | Common Stock | 209 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 08/28/2007 | D | 4,205 | (1) | 08/30/2016 | Common Stock | 4,205 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 08/28/2007 | D | 85 | (1) | 08/31/2016 | Common Stock | 85 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 08/28/2007 | D | 51 | (1) | 09/29/2016 | Common Stock | 51 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 08/28/2007 | D | 25 | (1) | 09/29/2016 | Common Stock | 25 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 08/28/2007 | D | 386 | (1) | 09/29/2016 | Common Stock | 386 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 08/28/2007 | D | 197 | (1) | 10/19/2016 | Common Stock | 197 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 08/28/2007 | D | 193 | (1) | 10/26/2016 | Common Stock | 193 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 08/28/2007 | D | 234 | (1) | 11/13/2016 | Common Stock | 234 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 08/28/2007 | D | 243 | (1) | 12/12/2016 | Common Stock | 243 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 08/28/2007 | D | 1,297 | (1) | 12/29/2016 | Common Stock | 1,297 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 08/28/2007 | D | 238 | (1) | 01/06/2017 | Common Stock | 238 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 08/28/2007 | D | 243 | (1) | 01/11/2017 | Common Stock | 243 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 08/28/2007 | D | 225 | (1) | 02/08/2017 | Common Stock | 225 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 08/28/2007 | D | 226 | (1) | 02/10/2017 | Common Stock | 226 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 08/28/2007 | D | 643 | (1) | 02/16/2017 | Common Stock | 643 | $ 0 | 0 | D | ||||
Option for Common Stock | $ 17.58 | 08/28/2007 | D | 20,000 | (2) | 07/14/2016 | Common Stock | 20,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MAYS GREG 71 SOUTH PARK LAGUNA NIGUEL, CA 92677 |
X | Interim CEO |
/s/ Tony Engel, as Attorney-in-Fact for Gregory Mays | 08/30/2007 | |
**Signature of Reporting Person | Date |
* | 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) | Pursuant to the Agreement and Plan of Merger, dated as of February 21, 2007 (the "Merger Agreement"), by and among the Issuer, Whole Foods Market, Inc. and WFMI Merger Co., each Restricted Stock Unit was converted automatically into the right to receive the per share offer price of $18.50, net to the seller in cash (the "Offer Price"). |
(2) | Pursuant to the Merger Agreement, immediately prior to the Purchase Time (as defined in the Merger Agreement), each outstanding option to purchase shares of common stock of Issuer, whether or not then exercisable or vested, was cancelled in exchange for the right to receive an amount in cash in respect thereof equal to the product of (x) the excess, if any, of the Offer Price over the exercise price thereof and (y) the number of shares of common stock of Issuer subject thereto. |