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*
Coffin Kim

(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)
SVP, Chief Forager
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2024
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 03/15/2024 S(1) 351 D $62.4736(2) 5,839 D
Common Stock, par value $0.001 per share 03/18/2024 S(1) 506 D $63.5599(3) 5,333 D
Common Stock, par value $0.001 per share 03/18/2024 M 2,093 A $24.42 7,426 D
Common Stock, par value $0.001 per share 03/18/2024 M 3,218 A $31.47 10,644 D
Common Stock, par value $0.001 per share 03/18/2024 M 2,774 A $32.95 13,418 D
Common Stock, par value $0.001 per share 03/18/2024 S 8,085 D $63.2705(4) 5,333 D
Common Stock, par value $0.001 per share 03/18/2024 S 728 D $63.3447(5) 4,605(6) 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) $24.42 03/18/2024 M 2,093 (7) 03/16/2028 Common Stock, par value $0.001 per share 2,093 $0 0 D
Stock Option (right to buy) $31.47 03/18/2024 M 3,218 (8) 03/15/2029 Common Stock, par value $0.001 per share 3,218 $0 3,217 D
Stock Option (right to buy) $32.95 03/18/2024 M 2,774 (9) 03/14/2030 Common Stock, par value $0.001 per share 2,774 $0 5,546 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 $62.47 to $63.10 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 $63.53 to $63.59 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 $63.245 to $63.321 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.34 to $63.355 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.
6. Includes 1,322 shares of common stock and 3,283 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,125 restricted stock units will vest on March 15, 2025 and 2,158 restricted stock units will vest evenly over two years on March 14, 2025 and March 14, 2026. All such vests assume continued employment through the applicable dates.
7. The reporting person is exercising options that are presently exercisable.
8. The reporting person is exercising options that are presently exercisable. After giving effect to this transaction, the remaining options become exercisable on March 15, 2025, assuming continued employment through such vest date.
9. 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 14, 2025 and March 14, 2026, assuming continued employment through the applicable vest date.
Remarks:
/s/ Brandon F. Lombardi, Attorney-in-Fact for Kim Coffin 03/19/2024
** 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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