Ownership Submission
FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Hamilton Dustin
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2. Issuer Name and Ticker or Trading Symbol
Sprouts Farmers Market, Inc. [SFM]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chief Stores Officer /
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(Last)
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(First)
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(Middle)
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5455 EAST HIGH STREET, SUITE 111
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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PHOENIX
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AZ
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85054
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Hamilton Dustin
5455 EAST HIGH STREET, SUITE 111
PHOENIX, AZ85054
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Chief Stores Officer
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Signatures
/s/ Brandon F. Lombardi, Attorney-in-Fact for Dustin Hamilton
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2024-09-10
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**Signature of Reporting Person
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Date
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Explanation of Responses:
(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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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 units, as mandated by the Issuer's election under its equity incentive plan documents, and does not represent a discretionary trade by the reporting person.
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(2)
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Includes 10,830 shares of common stock and 15,342 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 2,007 restricted stock units will vest on March 15, 2025, 3,614 restricted stock units will vest evenly over two years on October 10, 2024 and October 10, 2025, 5,922 restricted stock units will vest evenly over two years on March 14, 2025 and March 14, 2026, 1,768 restricted stock units will vest evenly over three years on March 19, 2025, March 19, 2026 and March 19, 2027 and 2,031 restricted stock units will vest evenly over three years on September 4, 2025, September 4, 2026 and September 4, 2027. All such vests assume continued employment through the applicable vest date.
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See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.