Sprouts Farmers Market (SFM) Form 4 Sprouts Farmers Market / Dan J Sanders ownership change

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^*

Sanders Dan J

(Last) (First) (Middle)

5455 EAST HIGH STREET

SUITE 111

(Street)

PHOENIX AZ 85054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sprouts Farmers Market, Inc. [ SFM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Store Operations Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2023

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	03/16/2023		S(1)		567	D	$33.1307(2)	32,635	D
Common Stock, par value $0.001 per share	03/17/2023		S(1)		726	D	$32.9596(3)	31,909	D
Common Stock, par value $0.001 per share	03/20/2023		M		7,850	A	$16.47	39,759	D
Common Stock, par value $0.001 per share	03/20/2023		M		5,107	A	$24.42	44,866	D
Common Stock, par value $0.001 per share	03/20/2023		M		3,827	A	$31.47	48,693	D
Common Stock, par value $0.001 per share	03/20/2023		S		40,452	D	$32.5585(4)	8,241(5)	D

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 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)	$16.47	03/20/2023		M			7,850	(6)	03/09/2027	Common stock, par value $0.001 per share	7,850	$0.00	0	D
Stock Option (right to buy)	$24.42	03/20/2023		M			5,107	(7)	03/16/2028	Common stock, par value $0.001 per share	5,107	$0.00	5,107	D
Stock Option (right to buy)	$31.47	03/20/2023		M			3,827	(8)	03/15/2029	Common stock, par value $0.001 per share	3,827	$0.00	7,653	D

Explanation of Responses:

1. This transaction was a broker-assisted sale of shares of common stock to satisfy the withholding tax liability incurred upon the vesting of restricted stock units, as mandated by the Issuer's election under its equity incentive plan documents, and does not represent a discretionary trade by the reporting person.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.13 to $33.255 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.8601 to $32.96 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.50 to $32.61 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. Includes 8,241 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,715 restricted stock units will vest on March 16, 2024, 2,676 restricted stock units will vest evenly over two years on March 15, 2024 and March 15, 2025 and 3,850 restricted stock units will vest evenly over three years on March 14, 2024, March 14, 2025 and March 14, 2026. All such vests assume continued employment through the applicable dates.

6. All such options are presently exercisable.

7. The reporting person is exercising options that are presently exercisable. After giving effect to this transaction, the remaining options become exercisable on March 16, 2024.

8. The reporting person is exercising options that are presently exercisable. After giving effect to this transaction, the remaining options become exercisable evenly over two years on March 15, 2024 and March 15, 2025.

Remarks:

	/s/ Brandon F. Lombardi, Attorney-in-Fact for Dan J. Sanders	03/20/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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