FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sprouts Farmers Market, Inc. [ SFM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 02/26/2018 | M | 35,322 | A | $3.3255 | 388,311 | D | |||
Common Stock, par value $0.001 per share | 02/26/2018 | M | 55,000 | A | $18 | 443,311 | D | |||
Common Stock, par value $0.001 per share | 02/26/2018 | S(1) | 79,576 | D | $25.1608(2) | 363,735 | D | |||
Common Stock, par value $0.001 per share | 02/26/2018 | S(1) | 62,878 | D | $25.7785(3) | 300,857(4) | D | |||
Common Stock, par value $0.001 per share | 65,000 | I | By Amin Maredia Family Growth Fund, L.P.(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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) | $3.3255 | 02/26/2018 | M | 35,322 | (6) | 09/25/2018 | Common stock, par value $0.001 per share | 35,322 | $0.00 | 0 | D | ||||
Stock Option (right to buy) | $18 | 02/26/2018 | M | 55,000 | (6) | 07/31/2020 | Common stock, par value $0.001 per share | 55,000 | $0.00 | 0 | D | ||||
Stock Option (right to buy) | $39.01 | (6) | 03/04/2021 | Common stock, par value $0.001 per share | 33,771 | 33,771 | D | ||||||||
Stock Option (right to buy) | $34.33 | (6) | 03/11/2022 | Common stock, par value $0.001 per share | 33,439 | 33,439 | D | ||||||||
Stock Option (right to buy) | $20.98 | (6) | 08/11/2022 | Common stock, par value $0.001 per share | 466,561 | 466,561 | D | ||||||||
Stock Option (right to buy) | $28.21 | (7) | 03/04/2023 | Common stock, par value $0.001 per share | 113,504 | 113,504 | D | ||||||||
Stock Option (right to buy) | $24.48 | (8) | 08/11/2022 | Common stock, par value $0.001 per share | 386,496 | 386,496 | D |
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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.49 to $25.48 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.49 to $25.99 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. |
4. Amount includes 75,297 shares of common stock, 125,397 restricted shares and 100,163 performance share awards. Each restricted share and performance share award represent the right to receive, upon vesting, one share of common stock. 61,500 of such restricted shares will vest in two equal quarterly installments at the end of each calendar quarter beginning March 31, 2018 and continuing through June 30, 2018, and the remaining 63,897 restricted shares will vest annually over three years on March 3, 2018, 2019 and 2020. 4,318 of such performance share awards will vest on March 11, 2018, and the remaining 95,845 performance shares will vest annually over two years on March 3, 2019 and 2020. All such vestings assume continued employment through such dates. |
5. These shares of common stock are held by Amin Maredia Family Growth Fund, L.P., an entity established by the reporting person for estate planning purposes. The reporting person (i) may be deemed to have beneficial ownership of the shares owned of record thereby, and (ii) has shared voting and investment power with respect to such shares. |
6. All such options are presently exercisable. |
7. 37,835 options are presently exercisable; the remaining 75,669 options become exercisable evenly on March 4, 2018 and March 4, 2019. |
8. 276,070 options are presently exercisable; the remaining 110,426 options become exercisable equally on March 31, 2018 and June 30, 2018. |
Remarks: |
/s/ Brandon F. Lombardi, Attorney-in-Fact for Amin N. Maredia | 02/28/2018 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |