Sec Form 4 Filing - Hilgendorf Stacy W. @ Sprouts Farmers Market, Inc. - 2022-11-09

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
Hilgendorf Stacy W.
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)
VP, Controller
(Last) (First) (Middle)
5455 EAST HIGH STREET, SUITE 111
3. Date of Earliest Transaction (MM/DD/YY)
11/09/2022
(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 11/09/2022 M 9,440 A $ 16.47 20,342 D
Common Stock, par value $0.001 per share 11/09/2022 S( 1 ) 9,440 D $ 32 10,902( 2 ) 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) $ 16.47 11/09/2022 M 9,440 ( 3 ) 03/09/2027 Common stock, par value $0.001 per share 9,440 $ 0 4,719 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hilgendorf Stacy W.
5455 EAST HIGH STREET, SUITE 111
PHOENIX, AZ85054
VP, Controller
Signatures
/s/ Brandon F. Lombardi, Attorney-in-Fact for Stacy W. Hilgendorf 11/10/2022
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 )Includes 2,677 shares of common stock and 8,225 restricted shares. Each restricted share represents the right to receive, upon vesting, one share of common stock. 1,407 restricted shares will vest on March 9, 2023; 2,048 restricted shares will vest evenly over two years on March 16, 2023 and March 16, 2024; and 4,770 restricted shares will vest evenly over three years on March 15, 2023, March 15, 2024 and March 15, 2025. All such vests assume continued employment through the applicable vest date.
( 3 )The reporting person is exercising options that are presently exercisable. After giving effect to this transaction, the remaining options become exercisable on March 9, 2023.

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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