SFM Sprouts Farmers Market Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

For the fiscal year ended December 29, 2019

OR

Commission File Number: 001-36029

5455 East High Street, Suite 111

Phoenix, Arizona 85054

(Address of principal executive offices and zip code)

(480) 814-8016

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒    No  ☐ 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of June 28, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant was $2,231,154,967, based on the last reported sale price of such stock as reported on The NASDAQ Global Select Market on such date.

As of February 19, 2020, there were 117,543,668 outstanding shares of the registrant’s common stock, $0.001 par value per share.

EXPLANATORY NOTE

Sprouts Farmers Market, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to amend its Annual Report on Form 10-K for the year ended December 29, 2019 (the “Form 10-K”), which was originally filed with the Securities and Exchange Commission (the “Commission”) on February 20, 2020. Due to a production error, the table in Item 2 of Part I listing our store properties contains information from the prior year. Item 2 of Part I of the Form 10-K is hereby amended to correct the error by the deletion of such table and the introductory text that appeared in the Form 10-K and the addition of the introductory text and table that appear below. No other changes have been made to Item 2 or the remainder of the Form 10-K.

This Amendment speaks as of the filing date of the Form 10-K, does not update information in the Form 10-K to reflect events that have occurred subsequent to the filing date of the Form 10-K, and does not modify or update in any way the financial statements or any other disclosures made in the Form 10-K. Except as described above, no other amendments are being made to the Form 10-K. Accordingly, this Amendment should be read in conjunction with the Form 10-K and the Company’s subsequent filings made with the Commission since February 20, 2020.

In connection with the filing of this Form 10-K/A, we are including as exhibits currently dated certifications of our chief executive officer and interim chief financial officer.

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