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Ownership Document
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| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 3/19/24 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1575515 |
| Issuer Name: Sprouts Farmers Market, Inc. |
| Issuer Trading Symbol: SFM |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1834427 |
| | Owner Name: Konat Nicholas |
| Reporting Owner Address: |
| | Owner Street 1: 5455 EAST HIGH STREET, SUITE 111 |
| | Owner Street 2: |
| | Owner City: PHOENIX |
| | Owner State: AZ |
| | Owner ZIP Code: 85054 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: President & COO |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, par value $0.001 per share |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 3/19/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,767 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 114,341 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 61.15 |
| | Transaction Date: |
| | | Value: 3/19/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 9,876 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Value: 3/19/31 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock, par value $0.001 per share |
| | | Underlying Security Shares: |
| Value: 9,876 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 9,876 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: Consists of a grant of 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 vesting on March 19, 2025; one-third vesting on March 19, 2026; and one-third vesting on March 19, 2027, assuming continued employment through the applicable vest date. |
| Footnote - F2: Includes, in addition to the 3,767 shares described in Note (1), 3,410 shares of common stock and 107,164 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 75,714 restricted stock units vested on March 21, 2024, 26,822 restricted stock units will vest on March 21, 2025, and 4,628 restricted stock units will vest evenly over two years on March 14, 2025 and March 14, 2026, assuming continued employment through the applicable vest date. |
| Footnote - F3: These options become exercisable over three years, with one-third vesting on March 19, 2025; one-third vesting on March 19, 2026; and the remaining one-third vesting on March 19, 2027, assuming continued employment through the applicable vest date. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ Brandon F. Lombardi, Attorney-in-Fact for Nicholas Konat |
| Signature Date: 3/21/24 |
