Sec Form 4 Filing - Maredia Amin N. @ Sprouts Farmers Market, Inc. - 2014-08-13

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 Maredia Amin N. 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 Financial Officer (Last) (First) (Middle) 11811 N.TATUM BLVD, SUITE 2400 3. Date of Earliest Transaction (MM/DD/YY) 08/13/2014 (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 08/13/2014 M 24,678 A $ 1.0864 241,337 D Common Stock, par value $0.001 per share 08/13/2014 S 24,678 D $ 29.025 ( 1 ) 216,659 D Common Stock, par value $0.001 per share 08/13/2014 S 100,000 D $ 29.025 ( 1 ) 116,659 ( 2 ) I By Amin Maredia Family Growth Fund, L.P. ( 3 )

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) $ 1.0864 08/13/2014 M 24,678 ( 4 ) 09/25/2018 Common stock, par value $0.001 per share 24,678 $ 0 59,966 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Maredia Amin N. 11811 N.TATUM BLVD SUITE 2400 PHOENIX, AZ85028 Chief Financial Officer Signatures /s/ Brandon F. Lombardi, Attorney-in-Fact for Amin N. Maredia 08/15/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amount represents the $30.00 secondary public offering price per share less the underwriting discount of $0.975 per share. ( 2 )Consists of 110,000 shares of common stock and 6,659 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. These restricted stock units will vest over three years, with one-third vesting on March 4, 2015; one-third vesting on March 4, 2016; and the remaining one-third vesting on March 4, 2017, assuming continued employment through the applicable vest date. ( 3 )The reporting person is selling 100,000 shares held by Amin Maredia Family Growth Fund, L.P., 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 shared voting and investment power with respect to such shares. ( 4 )The reporting person is exercising options that are presently exercisable. Of the remaining options after giving effect to this transaction, 34,757 are presently exercisable and 25,209 will become exercisable at the end of each calendar quarter through September 30, 2014.

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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