Jack Sinclair - Mar 9, 2023 Form 4 Insider Report for Sprouts Farmers Market, Inc. (SFM)

Signature
/s/ Brandon F. Lombardi, Attorney-in-Fact for Jack L. Sinclair
Stock symbol
SFM
Transactions as of
Mar 9, 2023
Transactions value $
-$2,191,277
Form type
4
Date filed
3/10/2023, 07:00 PM
Previous filing
Dec 7, 2022
Next filing
Mar 15, 2023

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 +150K +72.24% $0.00 358K Mar 9, 2023 Direct F1
transaction SFM Common Stock, par value $0.001 per share Sale -$2.19M -66.7K -18.65% $32.85 291K Mar 10, 2023 Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 9, 2020, the reporting person was granted performance share awards covering 101,351 shares of the Issuer's common stock at the target performance level, zero to 200% of which would become eligible to vest based on the achievement of 2022 performance goals as certified by the Issuer's compensation committee, subject to award limitations set forth in the Issuer's equity incentive plan. Although the Issuer's compensation committee certified achievement of the performance criteria for fiscal 2022 at the 200% performance level, due to the plan award limitations, the reporting person's achievement was capped at the 148% performance level and accordingly, 149,999 shares vested on March 9, 2023.
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 and performance share awards, 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 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.84 to $33.42 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.
F4 Includes 230,108 shares of common stock and 60,820 restricted stock units. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. 27,512 restricted stock units will vest evenly over two years on March 16, 2023 and March 16, 2024 and 33,308 restricted stock units will vest evenly over three years on March 15, 2023, March 15, 2024 and March 15, 2025. All such vests assume continued employment through the applicable vest dates.