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
                      

1. Name and Address of Reporting Person *

Phipps Gilliam
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)
SVP, Chief Marketing Officer
(Last)          (First)          (Middle)

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

5/12/2020
(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 (1)5/12/2020  A  23917 A$0.00 23917 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $25.58 5/12/2020  A   15569     (2)5/12/2027 Common stock, par value $0.001 per share 15569 $0.00 15569 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. Of such grant, 18,223 restricted stock units are a one-time sign-on grant in connection with the hiring of the reporting person in April 2020. These restricted stock units will vest over three years, with one-third vesting on May 12, 2021; one-third vesting on May 12, 2022; and the remaining one-third vesting on May 12, 2023, assuming continued employment through the applicable vest date.
(2) These options become exercisable over three years, with one-third vesting on May 12, 2021; one-third vesting on May 12, 2022; and the remaining one-third vesting on May 12, 2023, assuming continued employment through the vest dates.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Phipps Gilliam
5455 EAST HIGH STREET, SUITE 111
PHOENIX, AZ 85054


SVP, Chief Marketing Officer

Signatures
/s/ Brandon F. Lombardi, Attorney-in-Fact for Gilliam Phipps5/14/2020
**Signature of Reporting PersonDate

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