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 * Fortunato Joe 2. Issuer Name and Ticker or Trading Symbol Sprouts Farmers Market, Inc. [ SFM ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
5455 EAST HIGH STREET, SUITE 111
3. Date of Earliest Transaction (MM/DD/YYYY)
12/30/2020
(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  12/30/2020    G(1)    15000  A $0.00  15000  I  Fortunato 2020 Irrevocable Trust (2)
Common Stock, par value $0.001 per share                 30169 (3) 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

Explanation of Responses:
(1)  The reported transaction represents an irrevocable transfer of common stock by gift from a trust of which the reporting person was neither trustee nor beneficiary to a trust of which the reporting person is the trustee.
(2)  These shares of common stock are held by the Fortunato 2020 Irrevocable Trust, an entity established by the reporting person for estate planning purposes. The reporting person (i) may be deemed to have beneficial ownership of the shares owned of record thereby, and (ii) has sole voting and investment power with respect to such shares.
(3)  Includes 24,475 shares of common stock and 5,694 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. The restricted stock units will vest on May 12, 2021, assuming continued service through such vest date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fortunato Joe
5455 EAST HIGH STREET
SUITE 111
PHOENIX, AZ 85054
X



Signatures
/s/ Brandon F. Lombardi, Attorney-in-Fact for Joseph Fortunato 12/31/2020
**Signature of Reporting Person Date