Sec Form 4 Filing - Khoury Karl @ Vital Farms, Inc. - 2020-08-03

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 Khoury Karl 2. Issuer Name and Ticker or Trading Symbol Vital Farms, Inc. [ VITL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VITAL FARMS, INC., 3601 SOUTH CONGRESS AVENUE, SUITE C100 3. Date of Earliest Transaction (MM/DD/YY) 08/03/2020 (Street) AUSTIN, TX78704 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 08/03/2020 A 7,500 ( 1 ) A 7,500 D Common Stock 08/04/2020 P 4,000 A $ 22 11,500 D Common Stock 08/04/2020 C 909,341 A 2,258,129 I See Footnote ( 4 ) Common Stock 08/04/2020 S 227,749 D $ 20.46 2,030,380 I See Footnote ( 4 )

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 Series B Preferred Stock ( 3 ) 08/04/2020 C 909,341 ( 3 ) ( 3 ) Common Stock 909,341 $ 0 0 I See Footnote

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Khoury Karl C/O VITAL FARMS, INC. 3601 SOUTH CONGRESS AVENUE, SUITE C100 AUSTIN, TX78704 X Signatures /s/ Jason Minio, Attorney-in-Fact 08/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a restricted stock unit ("RSU") grant. The RSUs vest in three equal installments on the day before each of the first, second and third Annual Meeting of the Issuer's stockholders following the initial public offering, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date. ( 2 )Each RSU represents a contingent right to receive one share of the Issuer's common stock. ( 3 )Each share of Series B Preferred Stock converted into shares of Common Stock upon the closing of the Issuer's initial public offering, on a one-for-one basis, and had no expiration date. ( 4 )The shares are held by Arborview Capital Partners LP ("ACP"). The Reporting Person is a managing members and a member of the investmentcommittee of the ultimate general partner of ACP and, as a result, may be deemed to share voting and investment power with respect to theshares held by ACP. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein,and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposesof Section 16 of the Securities Exchange Act of 1934 or otherwise.

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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