Sec Form 4 Filing - Frumkin Theodore Edward II @ Sprouts Farmers Market, Inc. - 2019-12-03

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) Chief Development Officer (Last) (First) (Middle) 5455 EAST HIGH STREET, SUITE 111 3. Date of Earliest Transaction (MM/DD/YY) 12/03/2019 (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 12/03/2019 M 50,000 A $ 6.9155 86,844 D Common Stock, par value $0.001 per share 12/03/2019 S( 1 ) 50,000 D $ 20.127 ( 2 ) 36,844 ( 3 ) 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 12/03/2019 M 50,000 ( 4 ) 12/21/2019 Common stock, par value $0.001 per share 50,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Frumkin Theodore Edward II 5455 EAST HIGH STREET SUITE 111 PHOENIX, AZ85054 Chief Development Officer Signatures /s/ Brandon F. Lombardi, Attorney-in-Fact for Theodore E. Frumkin 12/05/2019 Signature of Reporting Person Date

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 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.915 to $20.285 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 )Includes 17,875 shares of common stock, 14,018 restricted shares, and 4,951 performance share awards. Each restricted share and performance share award represents the right to receive, upon vesting, one share of common stock. 4,951 restricted shares will vest on March 3, 2020; 3,318 restricted shares will vest evenly over two years on March 5, 2020 and March 5, 2021; and 5,749 will vest evenly over three years on March 4, 2020, March 4, 2021 and March 4, 2022. The 4,951 performance shares will vest on March 3, 2020. All such vests assume continued employment through the applicable dates. ( 4 )All such options are presently exercisable.

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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