SEC FORM 4

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^*

GOLLEHER GEORGE

(Last)

(First)

(Middle)

11811 N.TATUM BLVD

SUITE 2400

(Street)

PHOENIX

85028

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	02/26/2014		M		9,383	A	$1.0864	234,383	D
Common Stock, par value $0.001 per share	02/26/2014		S⁽¹⁾		9,383	D	$37	225,000	D
Common Stock, par value $0.001 per share	02/28/2014		M		9,383	A	$1.0864	234,383	D
Common Stock, par value $0.001 per share	02/28/2014		S⁽¹⁾		9,383	D	$38.42	225,000	D
Common Stock, par value $0.001 per share	02/28/2014		M		7,037	A	$1.0864	232,037	D
Common Stock, par value $0.001 per share	02/28/2014		S⁽¹⁾		7,037	D	$39.25	225,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$1.0864	02/26/2014		M			9,383	⁽²⁾	05/02/2018	Common stock, par value $0.001 per share	9,383	$0.00	103,378⁽³⁾	D
Stock Option (right to buy)	$1.0864	02/28/2014		M			9,383	⁽²⁾	05/02/2018	Common stock, par value $0.001 per share	9,383	$0.00	93,995⁽³⁾	D
Stock Option (right to buy)	$1.0864	02/28/2014		M			7,037	⁽²⁾	05/02/2018	Common stock, par value $0.001 per share	7,037	$0.00	86,958⁽³⁾	D
Stock Option (right to buy)	$3.3255							⁽²⁾	05/02/2018	Common stock, par value $0.001 per share	187,935		187,935⁽³⁾	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

2. All such options are presently exercisable.

3. The reporting person's Form 3 included options to purchase an aggregate of 300,696 shares of common stock. All such options were reported as exercisable at a price of $3.3255 per share. However, of such options, options to purchase 187,935 shares of common stock were exercisable at a price of $3.3255 per share and the remaining options to purchase 112,761 shares of common stock were exercisable at a price of $1.0864 per share. On February 26 and 28, 2014, the reporting person exercised options to purchase an aggregate of 25,803 of such shares at a price of $1.0864 per share.

Remarks:

	Brandon F. Lombardi, Attorney-in-Fact for George Golleher	02/28/2014
	** 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).
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