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*
Bruni Daniel

(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 Information Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2018
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 02/20/2018 A 10,972(1) A $0.00 47,838(2) 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
Explanation of Responses:
1. Represents performance share awards granted to the Reporting Person on March 3, 2017 under the Issuer's 2013 Incentive Plan, as amended. On February 20, 2018, the Compensation Committee of the Board of Directors of the Issuer determined that the performance conditions were met with respect to such performance share awards. 50% of such shares will vest on each of the second and third anniversaries of the grant date, subject to the Reporting Person's continuous service through such dates.
2. Includes, in addition to the 10,972 shares described in Note (1), 17,486 shares of common stock, 16,054 shares of restricted stock, 1,681 restricted stock units, and 1,645 shares of performance stock. Each share of restricted stock will vest over three years, with one-third vesting on March 3, 2018; one-third vesting on March 3, 2019; and the remaining one-third vesting on March 3, 2020. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock and will vest evenly on March 4, 2018 and March 4, 2019. The remaining performance stock awards will vest on March 11, 2018. All such vests assume continued employment through the applicable dates.
Remarks:
/s/ Brandon F. Lombardi, Attorney-in-Fact for Daniel J. Bruni 02/22/2018
** 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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