Sec Form 4 Filing - Maredia Amin N. @ Sprouts Farmers Market, Inc. - 2018-02-20

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) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 5455 EAST HIGH STREET, SUITE 111 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2018 (Street) PHOENIX, AZ85054 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 02/20/2018 A 95,845 ( 1 ) A $ 0 352,989 ( 2 ) D Common Stock, par value $0.001 per share 65,000 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) $ 3.3255 ( 4 ) 09/25/2018 Common stock, par value $0.001 per share 35,322 35,322 D Stock Option (right to buy) $ 18 ( 4 ) 07/31/2020 Common stock, par value $0.001 per share 55,000 55,000 D Stock Option (right to buy) $ 39.01 ( 4 ) 03/04/2021 Common stock, par value $0.001 per share 33,771 33,771 D Stock Option (right to buy) $ 34.33 ( 4 ) 03/11/2022 Common stock, par value $0.001 per share 33,439 33,439 D Stock Option (right to buy) $ 20.98 ( 4 ) 08/11/2022 Common stock, par value $0.001 per share 466,561 466,561 D Stock Option (right to buy) $ 28.21 ( 5 ) 03/04/2023 Common stock, par value $0.001 per share 113,504 113,504 D Stock Option (right to buy) $ 24.48 ( 6 ) 08/11/2022 Common stock, par value $0.001 per share 386,496 386,496 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Maredia Amin N. 5455 EAST HIGH STREET SUITE 111 PHOENIX, AZ85054 X Chief Executive Officer Signatures /s/ Brandon F. Lombardi, Attorney-in-Fact for Amin N. Maredia 02/22/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents performance share awards granted to the Reporting Person on March 3, 2017 under the Issuer's 2013 Incentive Plan, as amended. On February 20, 2018, the Compensation Committee of the Board of Directors of the Issuer determined that the performance conditions were met with respect to such performance share awards. 50% of such shares will vest on each of the second and third anniversaries of the grant date, subject to the Reporting Person's continuous service through such dates. ( 2 )Includes, in addition to the 95,845 shares described in Note (1), 127,429 shares of common stock, 125,397 restricted shares and 4,318 performance share awards. Each restricted share and performance share award represent the right to receive, upon vesting, one share of common stock. 61,500 of such restricted shares will vest in two equal quarterly installments at the end of each calendar quarter beginning March 31, 2018 and continuing through June 30, 2018, and the remaining 63,897 restricted shares will vest annually over three years on March 3, 2018, 2019 and 2020. The performance share awards will vest on March 11, 2018. All such vestings assume continued employment through such dates. ( 3 )These shares of common stock are 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 )All such options are presently exercisable. ( 5 )37,835 options are presently exercisable; the remaining 75,669 options become exercisable evenly on March 4, 2018 and March 4, 2019. ( 6 )276,070 options are presently exercisable; the remaining 110,426 options become exercisable equally on March 31, 2018 and June 30, 2018.

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).

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