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* Livingston Susannah (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) 08/06/2015	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) Interim Chief Financial Ofc.	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	4,643(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)	04/08/2020	Common stock, par value $0.001 per share	65,000	$6.9155	D
Stock Option (right to buy)	(3)	03/04/2021	Common stock, par value $0.001 per share	3,738	$39.01	D
Stock Option (right to buy)	(4)	03/11/2022	Common stock, par value $0.001 per share	3,648	$34.33	D

Explanation of Responses:

1. Consists of 4,152 shares of common stock and 491 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. These restricted stock units will vest over three years, with one-third vested on March 4, 2015; one-third vesting on March 4, 2016; and the remaining one-third vesting on March 4, 2017, assuming continued employment through the applicable vesting date.

2. 42,541 of such options are presently exercisable. 9,625 become exercisable in equal installments at the end of each calendar quarter through March 31, 2016 and 12,834 options become exercisable at the end of fiscal 2015, provided certain corporate performance targets are met.

3. 1,869 of such options are presently exercisable. 1,869 become exercisable in equal installments at the end of each calendar quarter through December 31, 2016.

4. 608 of such options are presently exercisable. 3,040 become exercisable in equal installments at the end of each calendar quarter through December 31, 2017.

Remarks:

	/s/ Brandon F. Lombardi, Attorney-in-Fact for Susannah Livingston	08/13/2015
	** 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).
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