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 *

Hilgendorf Stacy W.
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)
VP, Controller
(Last)          (First)          (Middle)

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

3/2/2023
(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 3/2/2023  M  3048 A$24.42 13950 D  
Common Stock, par value $0.001 per share 3/2/2023  S(1)  4037 D$35.00 9913 (2)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) $24.42 3/2/2023  M     3048   (3)3/16/2028 Common stock, par value $0.001 per share 3048 $0.00 6095 D  

Explanation of Responses:
(1) The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
(2) Includes 1,688 shares of common stock and 8,225 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 1,407 restricted stock units will vest on March 9, 2023; 2,048 restricted stock units will vest evenly over two years on March 16, 2023 and March 16, 2024; and 4,770 restricted stock units will vest evenly over three years on March 15, 2023, March 15, 2024 and March 15, 2025. All such vests assume continued employment through the applicable vest date.
(3) The reporting person is exercising options that are presently exercisable. After giving effect to this transaction, the remaining options become exercisable evenly over two years on March 16, 2023 and March 16, 2024.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Hilgendorf Stacy W.
5455 EAST HIGH STREET, SUITE 111
PHOENIX, AZ 85054


VP, Controller

Signatures
/s/ Brandon F. Lombardi, Attorney-in-Fact for Stacy W. Hilgendorf3/3/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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