Timmi Zalatoris Form 3 Sprouts Farmers Market / Timmi Zalatoris ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Zalatoris Timmi

(Last) (First) (Middle)

5455 EAST HIGH STREET, SUITE 111

(Street)

PHOENIX AZ 85054

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/13/2023

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Human Resources Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	11,945(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(2)	03/09/2027	Common stock, par value $0.001 per share	64,362	16.47	D
Stock Option (right to buy)	(3)	03/16/2028	Common stock, par value $0.001 per share	5,310	24.42	D
Stock Option (right to buy)	(4)	03/15/2029	Common stock, par value $0.001 per share	6,654	31.47	D

Explanation of Responses:

1. Includes 8,429 shares of common stock and 3,516 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,189 restricted stock units will vest evenly over two years on March 16, 2023 and March 16, 2024 and 2,327 restricted stock units will vest evenly over three years on March 15, 2023, March 15, 2024 and March 15, 2025. All such vests assume continued employment through the applicable dates.

2. These options are presently exercisable.

3. 1,770 options are presently exercisable. The remaining 3,540 options become exercisable over two years, with one-half vesting on March 16, 2023 and one-half vesting on March 16, 2024, assuming continued employment through the applicable vest date.

4. These options become exercisable over three years, with one-third vesting on March 15, 2023; one-third vesting on March 15, 2024; and the remaining one-third vesting on March 15, 2025, assuming continued employment through the applicable vest date.

Remarks:

	/s/ Brandon F. Lombardi, Attorney-in-Fact for Timmi Zalatoris	03/13/2023
	** 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 5 (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.
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