13D Filing: JANA Partners and Whole Foods Market Inc (WFM)

Page 4 of 5 – SEC Filing

The Reporting Person, Mr. Murphy, Ms.
Dietz, Mr. Dickson, Ms. Adler and Mr. Bittman are no longer deemed to be a “group” for purposes of Section 13(d)(3) of
the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder. Therefore, the beneficial ownership reported in this Amendment No.
2 only includes the beneficial ownership of the Reporting Person.

(c) Information concerning transactions
in the Shares effected by the Reporting Person since the filing of Amendment No. 1 is set forth in Exhibit E hereto and
is incorporated herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various
brokerage entities.

(d) No person (other than the Reporting
Person) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares.

(e) July 18, 2017.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of the Schedule 13D is being amended and supplemented by
the addition of the following:

Exhibit E: Transactions in the Shares effected since the
Filing of Amendment No. 1.

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