Statement of Changes in Beneficial Ownership (4)
March 18 2021 - 6:24PM
Edgar (US Regulatory)
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
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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
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1. Name and Address of Reporting Person
*
Sinclair Jack |
2. Issuer Name and Ticker or Trading Symbol
Sprouts Farmers Market, Inc.
[
SFM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
5455 EAST HIGH STREET, SUITE 111 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/16/2021 |
(Street)
PHOENIX, AZ 85054
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.001 per share (1) | 3/16/2021 | | A | | 50241 | A | $0.00 | 245140 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | $24.42 | | | | | | | (3) | 3/16/2028 | Common stock, par value $0.001 per share | 122830 | | 122830 | D | |
Explanation of Responses: |
(1) | 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 22,729 vesting on March 16, 2022; 13,756 vesting on March 16, 2023; and 13,756 vesting on March 16, 2024, assuming continued employment through the applicable vest date. |
(2) | Includes, in addition to the 50,241 shares described in Note (1), 42,467 shares of common stock and 152,432 restricted shares. Each restricted share represents the right to receive, upon vesting, one share of common stock. 118,649 restricted shares will vest evenly over two years on June 24, 2021 and June 24, 2022; 33,783 restricted shares will vest evenly over two years on March 9, 2022 and March 9, 2023. All such vests assume continued employment through the applicable dates. |
(3) | These options become exercisable over three years, with one-third vesting on March 16, 2022; one-third vesting on March 16, 2023; and the remaining one-third vesting on March 16, 2024, assuming continued employment through the applicable vest date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sinclair Jack 5455 EAST HIGH STREET, SUITE 111 PHOENIX, AZ 85054 | X |
| Chief Executive Officer |
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Signatures
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/s/ Brandon F. Lombardi, Attorney-in-Fact for Jack L. Sinclair | | 3/18/2021 |
**Signature of Reporting Person | Date |
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