Jack Sinclair - Mar 15, 2022 Form 4 Insider Report for Sprouts Farmers Market, Inc. (SFM)

Role: Chief Executive Officer, Director
Signature: /s/ Brandon F. Lombardi, Attorney-in-Fact for Jack L. Sinclair
Stock symbol: SFM
Transactions as of: Mar 15, 2022
Transactions value $: -$316,773
Form type: 4
Date filed: 3/17/2022, 08:45 PM
Previous filing: Mar 11, 2022
Next filing: Jun 28, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SFM	Common Stock, par value $0.001 per share	Award	$0	+33.3K	+11.22%	$0.00	330K	Mar 15, 2022	Direct	F1
transaction	SFM	Common Stock, par value $0.001 per share	Sale	-$317K	-10.2K	-3.08%	$31.16	320K	Mar 17, 2022	Direct	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SFM	Stock Option (right to buy)	Award	$0	+95.2K		$0.00	95.2K	Mar 15, 2022	Common stock, par value $0.001 per share	95.2K	$31.47	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Consists of a grant of restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. These restricted stock units will vest over three years, with one-third vesting on March 15, 2023; one-third vesting on March 15, 2024; and one-third vesting on March 15, 2025, assuming continued employment through the applicable vest date.
F2	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.
F3	Includes, in addition to the 33,308 shares described in Note (1), 183,092 shares of common stock and 103,727 restricted shares. Each restricted share represents the right to receive, upon vesting, one share of common stock. 59,324 restricted shares will vest on June 24, 2022; 16,891 restricted shares will vest on March 9, 2023; and 27,512 restricted shares will vest evenly over two years on March 16, 2023 and March 16, 2024. All such vests assume continued employment through the applicable dates.
F4	These options become exercisable over three years, with one-third vesting on March 15, 2023; one-third vesting on March 15, 2024; and the remaining one-third vesting on March 15, 2025, assuming continued employment through the applicable vest date.