FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Neal John Scott
2. Date of Event Requiring Statement (MM/DD/YYYY)
6/15/2021 

3. Issuer Name and Ticker or Trading Symbol

Sprouts Farmers Market, Inc. [SFM]
(Last)        (First)        (Middle)

5455 EAST HIGH STREET, SUITE 111
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Chief Fresh Merchandising Off. /
(Street)

PHOENIX, AZ 85054      

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.001 per share 40202 (1)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy)  (2)8/10/2027 Common stock, par value $0.001 per share 9691 $24.77 D  
Stock Option (right to buy)  (3)3/16/2028 Common stock, par value $0.001 per share 19607 $24.42 D  

Explanation of Responses:
(1) Consists of restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 33,615 shares will vest over three years, with 16,328 shares vesting on August 10, 2021; 8,644 shares vesting on August 10, 2022; and the remaining 8,643 shares vesting on August 10, 2023. The remaining 6,587 shares will vest 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.
(2) These options become exercisable over three years, with one-third vesting on August 10, 2021; one-third vesting on August 10, 2022; and the remaining one-third vesting on August 10, 2023, assuming continued employment through the vest 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 vest dates.

Remarks:
The Issuer's Board of Directors determined that in light of Mr. Neal's scope of responsibilities, he should be designated as an officer subject to Section 16. This Form 3 is being filed to reflect such designation.

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


Chief Fresh Merchandising Off.

Signatures
/s/ Brandon F. Lombardi, Attorney-in-Fact for John Scott Neal6/25/2021
**Signature of Reporting PersonDate

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