FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

Lombardi Brandon F. 		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 HR & Legal Officer
(Last)          (First)          (Middle)

5455 EAST HIGH STREET, SUITE 111 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/7/2017
(Street)

PHOENIX, AZ 85054
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/7/2017     M    20000   A $3.7755   73761   D    
Common Stock, par value $0.001 per share   8/7/2017     S    20000   D $24.3436   (1) 53761   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)   $3.7755   8/7/2017     M         20000      (3) 7/23/2019   Common stock, par value $0.001 per share   20000   $0.00   25834   D    

Explanation of Responses:
(1)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.33 to $24.365 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.
(2)  Amount includes 13,561 shares of common stock, 1,734 restricted stock units, 35,143 shares of restricted stock and 3,323 performance share awards. Each share of restricted stock and performance share award represents the right to receive, upon vesting, one share of common stock. The restricted stock units will vest evenly on March 4, 2018 and March 4, 2019. The restricted stock will vest annually over three years on March 3, 2018, 2019 and 2020. The performance share awards will vest on March 11, 2018. All such vests assume continued employment through the applicable dates.
(3)  All such options are presently exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Lombardi Brandon F.
5455 EAST HIGH STREET
SUITE 111
PHOENIX, AZ 85054

Chief HR & Legal Officer

Signatures
/s/ Brandon F. Lombardi 8/8/2017
** 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).
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.
Sprouts Farmers Market (NASDAQ:SFM)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Sprouts Farmers Market Charts.
Sprouts Farmers Market (NASDAQ:SFM)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Sprouts Farmers Market Charts.