SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Sprouts Farmers Market, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

85208M 102

(CUSIP Number)

Scott K. Weiss

Weiss Brown PLLC

6263 N. Scottsdale Rd., Ste 340

Scottsdale, Arizona 85250

(480) 327-6650

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 4, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSON: Premier Grocery, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY): 33-984051
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)  ¨ (b)  ¨
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 13,910,726
		8	SHARED VOTING POWER: -0-
		9	SOLE DISPOSITIVE POWER: 13,910,726
		10	SHARED DISPOSITIVE POWER: -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 13,910,726
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO

Item 1. Security and Issuer.

The securities covered by this Schedule 13D are shares of common stock, $0.001 par value (the “Common Stock”), of Sprouts Farmers Market, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 11811 N. Tatum Boulevard, Suite 2400, Phoenix, Arizona 85028.

Item 2. Identity and Background.

(a) This Schedule 13D is being filed by Premier Grocery, Inc., a California corporation (the “Reporting Person”). The Reporting Person is governed by a Board of Directors (the “Board”) consisting of the following four members: Stanley A. Boney, Shon A. Boney, Kevin R. Easler, and Scott T. Wing (the “Related Persons”). Stanley A. Boney is Chairman of the Board of the Reporting Person, Shon A. Boney is President of the Reporting Person, and Kevin R. Easler is Secretary of the Reporting Person.

Shon A. Boney has served as a member of the Issuer’s Board of Directors since 2002.

(b) The principal place of business of the Reporting Person and of each Related Person is c/o Sprouts Farmers Market, Inc., 11811 N. Tatum Boulevard, Suite 2400, Phoenix, Arizona 85028.

(c) Stanley A. Boney is retired.

Shon A. Boney is the President of the Reporting Person.

Kevin R. Easler is the Chief Executive Officer and Founder of Zenfinity Capital, LLC (“ZenCap”). ZenCap is a private investment firm located at 14850 N. Scottsdale Road, Suite 295, Scottsdale, Arizona 85254.

Scott T. Wing is retired.

(d) None of the Reporting Person or the Related Persons have, during the past five years, been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors).

(e) None of the Reporting Person or the Related Persons have, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of the Related Persons is a U.S. citizen.

Item 3. Source and Amount of Funds or Other Consideration.

The Reporting Person and the Wing Family Trust, of which Mr. Wing is a grantor and trustee, were beneficiaries under the SFM Liquidating Trust. On October 4, 2013, the SFM Liquidating Trust distributed 13,910,726 shares of Common Stock, to the Reporting Person and 24,134 shares of Common Stock to the Wing Family Trust representing their respective pro rata interest under the SFM Liquidating Trust.

Item 4. Purpose of Transaction.

The Reporting Person and the Wing Family Trust were beneficiaries under the SFM Liquidating Trust. On October 4, 2013, the SFM Liquidating Trust distributed 13,910,726 shares of Common Stock to the Reporting Person and 24,134 shares of Common Stock to the Wing Family Trust representing their respective pro rata interest under the SFM Liquidating Trust. The Reporting Person and the Wing Family Trust acquired the shares of Common Stock for investment purposes.

(a) None

(b) None

(c) Pursuant to the terms of the Stockholders Agreement described in Item 6 below, the Reporting Person is entitled to participate in certain underwritten offerings upon the exercise of demand registration rights by another stockholder party thereto or in connection with certain offerings by the Issuer. In connection with any such offering, the Reporting Person may be required to provide notice to the Issuer of its intent to participate in such offering and execute various instruments.

(d) None

(e) None

(f) None

(g) None

(h) None

(i) None

(j) None

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Person beneficially owns 13,910,726 shares of Common Stock, representing 9.5% of the issued and outstanding shares of Common Stock of the Issuer, based on the Issuer’s Form 10-Q for the quarterly period ended June 30, 2013, as filed with the Commission on August 23, 2013.

The following information is disclosed pursuant to the rules prescribed by the Commission, and should not be implied to indicate that the Related Persons beneficially own any shares of Common Stock held by the Reporting Person, and such individuals (together with the Reporting Person) do not comprise a “group” within the meaning of Section 13(d)(3) of the Act:

Shon A. Boney beneficially owns options to purchase 1,466,652 shares of Common Stock, representing approximately 1.0% of the issued and outstanding shares of Common Stock of the Issuer, based on the Issuer’s Form 10-Q for the quarterly period ended June 30, 2013, as filed with the Commission on August 23, 2013.

Scott T. Wing is a trustee of The Wing Family Trust, which owns 24,134 shares of Common Stock, representing less than 1% of the issued and outstanding shares of Common Stock of the Issuer, based on the Issuer’s Form 10-Q for the quarterly period ended June 30, 2013, as filed with the Commission on August 23, 2013.

(b) The number of shares as to which the Reporting Person has:

Sole power to vote or direct the vote:	13,910,726
Shared power to vote or direct the vote:	-0-
Sole power to dispose or direct the disposition:	13,910,726
Shared power to dispose or direct the disposition:	-0-

The Board of the Reporting Person makes the voting and investment decisions regarding the shares of Common Stock owned by the Reporting Person, and a voting or investment decision requires the approval of a majority of the Board. Accordingly, none of the Related Persons is deemed a beneficial owner of the shares of Common Stock owned by the Reporting Person.

The number of shares as to which Shon A. Boney has:

Sole power to vote or direct the vote:	1,466,652
Shared power to vote or direct the vote:	-0-
Sole power to dispose or direct the disposition:	1,466,652
Shared power to dispose or direct the disposition:	-0-

The number of shares as to which the Wing Family Trust has:

Sole power to vote or direct the vote:	24,134
Shared power to vote or direct the vote:	-0-
Sole power to dispose or direct the disposition:	24,134
Shared power to dispose or direct the disposition:	-0-

(c) None

(d) None

(e) Not Applicable

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer

The Reporting Person has entered into a Lock-Up Agreement and Stockholder’s Agreement with the Issuer and various other parties thereto.

Under the terms of the Lock-Up Agreement, the Reporting Person has agreed that it will not, subject to certain exceptions, dispose of or hedge any shares of Common Stock or other securities convertible into shares of Common Stock during the period from July 31, 2013 until January 27, 2014, except with the prior written consent of Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC, the representatives of the underwriters in connection with the initial public offering of the Issuer.

Under the terms of the Stockholders’ Agreement, the Reporting Person has agreed to limit transfers of shares of Common Stock prior to October 31, 2014 (subject to a potential extension of up to 90 days), subject to certain exceptions.

Item 7. Materials to be Filed as Exhibits

Exhibit No.	Description
1.0	Stockholders Agreement dated as of July 29, 2013 (1)
2.0	Lock-Up Agreement dated as of October 4, 2013 by and among Premier Grocery, Inc. and Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC, as representatives of the several Underwriters named in that certain Underwriting Agreement dated as of July 31, 2013.*

(1) Incorporated by Reference from the Issuer’s Registration Statement on Form S-1 (Reg. No. 333-188493) (Exhibit 10.12).

* Filed herewith.

Signatures

After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.

Dated: October 15, 2013	By:	/s/ Shon A. Boney
		Name:Shon A. Boney
		Title:President

EX-99.2.0

Exhibit 2.0

Sprouts Farmers Market, Inc.

Lock-Up Agreement

October 4, 2013

Goldman, Sachs & Co.

200 West Street

New York, New York 10282

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

Re: Sprouts Farmers Market, Inc.  —  Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that you, as representatives (the “Representatives”), entered into an Underwriting Agreement dated July 31, 2013 (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Sprouts Farmers Market, Inc., a Delaware corporation (formerly Sprouts Farmers Markets, LLC, a Delaware limited liability company) (the “Company”), and the Selling Stockholders named in Schedule II to such agreement, providing for a public offering of the common stock, $0.001 par value (the “Stock”), of the Company (the “Shares”) pursuant to a Registration Statement on Form S- 1 (the “Registration Statement”) initially filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2013. On July 19, 2013, the SFM Liquidating Trust (the “Trust”) entered into a Lock-Up Agreement (the “Trust Lock-Up Agreement”) with the Representatives containing substantially similar restrictions on transfers of Shares as are contained herein. On or prior to the date hereof, the Trust has commenced a liquidation pursuant to which it is distributing all of the Shares held of record by it to each of its members, including the undersigned. Under the Trust Lock-Up Agreement, the entry by the undersigned into this Lock-Up Agreement is a condition to the transfer of any Shares by the Trust to the undersigned being permitted thereunder.

In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Stockholder Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Stock of the Company, or any options or warrants to purchase any shares of Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Stock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares. Prior to the date hereof or substantially concurrently herewith, each director and executive officer of the Company and certain equityholders of the Company (including other members of the SFM Liquidating Trust) have entered into or are each entering into an agreement containing substantially the same restrictions during the Stockholder Lock-Up Period as the restrictions set forth herein (each, a “Lock-Up Agreement”).

The Stockholder Lock-Up Period commenced as of July 31, 2013 and will continue until January 27, 2014; provided, however, that if (1) during the last 17 days of the Stockholder Lock-Up Period, the Company releases earnings results or announces material news or a material event or (2) prior to the expiration of the Stockholder Lock-Up Period, the Company announces that it will release earnings results during the 15-day period following the last day of the Stockholder Lock-Up Period, then in each case the Stockholder Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension. The undersigned hereby acknowledges that the Company has agreed in Section 5(e) of the Underwriting Agreement to provide written notice of any event that would result in an extension of the Stockholder Lock-Up Period pursuant to this paragraph to the undersigned (in accordance with Section 13 of the Underwriting Agreement) and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this provision during the period from the date hereof to and including the 34th day following the expiration of the Stockholder Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Stockholder Lock-Up Period (as it may have been extended pursuant to this paragraph) has expired.

If the undersigned is an officer or director of the Company, (1) the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed Shares the undersigned may purchase in the offering, (2) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Stock otherwise restricted pursuant to this Lock-Up Agreement, the Representatives will notify the Company of the impending release or waiver, and (3) the Company has agreed in Section 5(e)(ii) of the Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

2

Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iii) with the prior written consent of the Representatives on behalf of the Underwriters. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, (a) if the undersigned is a corporation, limited liability company, partnership or trust, the corporation, limited liability company, partnership or trust may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation, limited liability company or partnership or to the stockholders, partners, members or beneficiaries of the undersigned, provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such capital stock except in accordance with this Lock-Up Agreement (and, for the avoidance of doubt, the provisions of this Lock-Up Agreement, including the exception to transfer restrictions set forth in this clause (a), shall apply to any such transferee as if the transferee were the original signatory hereto), provided further that any such transfer shall not involve a disposition for value, and provided further that no public announcement or filing under the Exchange Act shall be required of or voluntarily made by or on behalf of the undersigned or the Company in connection with any such transfer, (b) the foregoing restrictions shall not apply to the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for the transfer of Stock, provided, however, that such plan does not provide for the transfer of Stock during the Stockholder Lock-Up Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company, and (c) the foregoing restrictions shall not apply to any sales or other transfers of the Undersigned’s Shares in the Company’s initial public offering in accordance with the terms of the Underwriting Agreement (the “Public Offering”). The undersigned now has, and, except as contemplated by clause (i), (ii) or (iii) above or by clause (a), (b) or (c) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims that could impact the ability of the undersigned to comply with the foregoing restrictions. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.

Notwithstanding the foregoing, the restrictions herein shall not apply to transactions relating to shares of the capital stock of the Company or any securities convertible into, exchangeable for or that represent the right to receive shares of capital stock of the Company acquired in open market transactions after the completion of the Public Offering pursuant to the Underwriting Agreement, provided, however, that no public announcement or filing under the Exchange Act shall be required of or voluntarily made by or on behalf of the undersigned or the Company in connection with any such transaction.

3

The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in connection with the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.

Very truly yours,
Print name:	Premier Grocery, Inc.
By:	/s/ Shon Boney
Name:	Shon Boney
Title:	President

4