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 *

Lombardi Brandon F.
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)
Chief Legal Officer
(Last)          (First)          (Middle)

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

3/5/2021
(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 3/5/2021  S(1)  929 D$23.8611 (2)29863 D  
Common Stock, par value $0.001 per share 3/5/2021  A(3)  13016 A$0.00 42879 D  
Common Stock, par value $0.001 per share 3/8/2021  S(1)  4482 D$23.80 38397 (4)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

Explanation of Responses:
(1) This transaction was a broker-assisted sale of shares of common stock to satisfy the withholding tax liability incurred upon the vesting of restricted stock or performance shares, as mandated by the Issuer's election under its equity incentive plan documents, and does not represent a discretionary trade by the reporting person.
(2) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.86 to $24.105 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3) On March 5, 2018, the reporting person was granted performance share awards covering 6,508 shares of the Issuer's common stock at the target performance level, zero to 200% of which would become eligible to vest based on the achievement of 2020 performance goals as certified by the Issuer's compensation committee. Following certification of achievement of the performance criteria for fiscal 2020 by the Issuer's compensation committee at the 200% performance level, 13,016 shares vested on March 5, 2021.
(4) Includes 28,436 shares of common stock and 9,961 restricted shares. Each restricted share represents the right to receive, upon vesting, one share of common stock. 2,667 shares will vest on March 4, 2022; and 7,294 shares will vest over three years, with one-third vesting on March 9, 2021, one-third vesting on March 9, 2022, and the remaining one-third vesting on March 9, 2023. All such vests assume continued employment through the applicable dates.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Lombardi Brandon F.
5455 EAST HIGH STREET
SUITE 111
PHOENIX, AZ 85054


Chief Legal Officer

Signatures
/s/ Brandon F. Lombardi3/9/2021
**Signature of Reporting PersonDate

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