Sec Form 4 Filing - Frumkin Theodore Edward II @ Sprouts Farmers Market, Inc. - 2013-11-26

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Frumkin Theodore Edward II
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 - Business Development
(Last) (First) (Middle)
11811 N.TATUM BLVD, SUITE 2400
3. Date of Earliest Transaction (MM/DD/YY)
11/26/2013
(Street)
PHOENIX, AZ85028
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 11/26/2013 M 27,500 A $ 6.9155 28,000 D
Common stock, par value $0.001 per share 11/26/2013 S 27,500 D $ 35.7975 ( 1 ) 500 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Stock Option (right to buy) $ 6.9155 11/26/2013 M 27,500 ( 2 ) 12/21/2019 Common stock, par value $0.001 per share 27,500 $ 0 192,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Frumkin Theodore Edward II
11811 N.TATUM BLVD
SUITE 2400
PHOENIX, AZ85028
SVP - Business Development
Signatures
/s/ Brandon F. Lombardi, Attorney-in-fact for Theodore Edward Frumkin 11/27/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This amount represents the $37 secondary public offering price per share less the underwriting discount of $1.2025 per share.
( 2 )The reporting person is exercising all options that are presently exercisable. Of the remaining options, 82,500 options become exercisable in equal installments at the end of each calendar quarter through December 31, 2015 and 110,000 options become exercisable at the end of fiscal 2013, fiscal 2014, fiscal 2015 or fiscal 2016, provided certain corporate performance targets are met.

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).

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