Sec Form 4 Filing - Sanders Dan J @ Sprouts Farmers Market, Inc. - 2021-03-05

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 Sanders Dan J 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 Operations Officer (Last) (First) (Middle) 5455 EAST HIGH STREET, SUITE 111 3. Date of Earliest Transaction (MM/DD/YY) 03/05/2021 (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 03/05/2021 S( 1 ) 881 D $ 23.8609 ( 2 ) 13,324 D Common Stock, par value $0.001 per share 03/05/2021 A( 3 ) 13,016 A $ 0 26,340 D Common Stock, par value $0.001 per share 03/08/2021 S( 1 ) 4,489 D $ 23.8 21,851 ( 4 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sanders Dan J 5455 EAST HIGH STREET SUITE 111 PHOENIX, AZ85054 Chief Operations Officer Signatures /s/ Brandon F. Lombardi, Attorney-in-Fact for Dan J. Sanders 03/09/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was a broker-assisted sale of shares of common stock to satisfy the withholding tax liability incurred upon the vesting of restricted stock or performance shares, as mandated by the Issuer's election under its equity incentive plan documents, and does not represent a discretionary trade 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 $23.86 to $24.11 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 )On March 5, 2018, the reporting person was granted performance share awards covering 6,508 shares of the Issuer's common stock at the target performance level, zero to 200% of which would become eligible to vest based on the achievement of 2020 performance goals as certified by the Issuer's compensation committee. Following certification of achievement of the performance criteria for fiscal 2020 by the Issuer's compensation committee at the 200% performance level, 13,016 shares vested on March 5, 2021. ( 4 )Includes 12,321 shares of common stock and 9,530 restricted shares. Each restricted share represents the right to receive, upon vesting, one share of common stock. 2,506 shares will vest on March 4, 2022; and 7,024 shares will vest over three years, with one-third vesting on March 9, 2021; one-third vesting on March 9, 2022, and the remaining one-third vesting on March 9, 2023. All such vests assume continued employment through the applicable dates.

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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