SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Sprouts Farmers Market, Inc. [ SFM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/20/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.001 per share | 02/20/2018 | A | 95,845(1) | A | $0.00 | 352,989(2) | D | |||
| Common Stock, par value $0.001 per share | 65,000 | I | By Amin Maredia Family Growth Fund, L.P.(3) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $3.3255 | (4) | 09/25/2018 | Common stock, par value $0.001 per share | 35,322 | 35,322 | D | ||||||||
| Stock Option (right to buy) | $18 | (4) | 07/31/2020 | Common stock, par value $0.001 per share | 55,000 | 55,000 | D | ||||||||
| Stock Option (right to buy) | $39.01 | (4) | 03/04/2021 | Common stock, par value $0.001 per share | 33,771 | 33,771 | D | ||||||||
| Stock Option (right to buy) | $34.33 | (4) | 03/11/2022 | Common stock, par value $0.001 per share | 33,439 | 33,439 | D | ||||||||
| Stock Option (right to buy) | $20.98 | (4) | 08/11/2022 | Common stock, par value $0.001 per share | 466,561 | 466,561 | D | ||||||||
| Stock Option (right to buy) | $28.21 | (5) | 03/04/2023 | Common stock, par value $0.001 per share | 113,504 | 113,504 | D | ||||||||
| Stock Option (right to buy) | $24.48 | (6) | 08/11/2022 | Common stock, par value $0.001 per share | 386,496 | 386,496 | D | ||||||||
| Explanation of Responses: |
| 1. Represents performance share awards granted to the Reporting Person on March 3, 2017 under the Issuer's 2013 Incentive Plan, as amended. On February 20, 2018, the Compensation Committee of the Board of Directors of the Issuer determined that the performance conditions were met with respect to such performance share awards. 50% of such shares will vest on each of the second and third anniversaries of the grant date, subject to the Reporting Person's continuous service through such dates. |
| 2. Includes, in addition to the 95,845 shares described in Note (1), 127,429 shares of common stock, 125,397 restricted shares and 4,318 performance share awards. Each restricted share and performance share award represent the right to receive, upon vesting, one share of common stock. 61,500 of such restricted shares will vest in two equal quarterly installments at the end of each calendar quarter beginning March 31, 2018 and continuing through June 30, 2018, and the remaining 63,897 restricted shares will vest annually over three years on March 3, 2018, 2019 and 2020. The performance share awards will vest on March 11, 2018. All such vestings assume continued employment through such dates. |
| 3. These shares of common stock are held by Amin Maredia Family Growth Fund, L.P., an entity established by the reporting person for estate planning purposes. The reporting person (i) may be deemed to have beneficial ownership of the shares owned of record thereby, and (ii) has shared voting and investment power with respect to such shares. |
| 4. All such options are presently exercisable. |
| 5. 37,835 options are presently exercisable; the remaining 75,669 options become exercisable evenly on March 4, 2018 and March 4, 2019. |
| 6. 276,070 options are presently exercisable; the remaining 110,426 options become exercisable equally on March 31, 2018 and June 30, 2018. |
| Remarks: |
| /s/ Brandon F. Lombardi, Attorney-in-Fact for Amin N. Maredia | 02/22/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||