FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sanders Dan J

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/1/2016 

3. Issuer Name and Ticker or Trading Symbol

Sprouts Farmers Market, Inc. [SFM]

(Last)        (First)        (Middle)

5455 EAST HIGH STREET, SUITE 111

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Operations Officer /

(Street)

PHOENIX, AZ 85054       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   (1) 2443   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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) 8/11/2022   Common stock, par value $0.001 per share   36278   $20.98   D    
Stock Option (right to buy)     (3) 3/4/2023   Common stock, par value $0.001 per share   7217   $28.21   D    

Explanation of Responses:
( 1)  Consists 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 4, 2017; one-third vesting on March 4, 2018; and the remaining one-third vesting on March 4, 2019, assuming continued employment through the applicable vest date.
( 2)  These options become exercisable in twelve equal quarterly installments at the end of each calendar quarter beginning September 30, 2015 and continuing through June 30, 2018.
( 3)  These options become exercisable in three equal annual installments on March 4, 2017, March 4, 2018 and March 4, 2019.

Remarks:
The reporting person was promoted to Chief Operations Officer of the issuer effective October 1, 2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sanders Dan J
5455 EAST HIGH STREET
SUITE 111
PHOENIX, AZ 85054


Chief Operations Officer

Signatures
/s/ Brandon F. Lombardi, Attorney-in-Fact for Dan J. Sanders 10/11/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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