SEC Form 4 · accession 0001209191-16-107150
Sprouts Farmers Market, Inc. · SFM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Amin N. Maredia
Officer — Chief Executive Officer · Director
Period of report
Mar 4, 2016
Accepted (ET)
Mar 8, 2016 · 6:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001575515
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF2,F3 | Mar 7, 2016 | S | 730 | $27.9318 | D | 13,788 | D | |
| Common Stock, par value $0.001 per shareF4 | holding | — | — | — | 65,000 | I | By Amin Maredia Family Growth Fund, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F5 | $28.21 | Mar 4, 2016 | A | 113,504 | A | — | Mar 4, 2023 | Common stock, par value $0.001 per share | 113,504 | 113,504 | D |
Explanation of responses
- F1This 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.
- F2The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.93 to $28.2525 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.
- F3Amount includes 2,932 shares of common stock, 2,219 restricted stock units and 8,637 performance share awards. Each restricted stock unit and performance share award represent the right to receive, upon vesting, one share of common stock. The restricted stock units will vest over three years, with one-third vested on March 4, 2015; one-third vested on March 4, 2016; and the remaining one-third vesting on March 4, 2017, assuming continued service through such date. The performance share awards will vest over two years, with one-half vesting on March 11, 2017 and the remaining one-half vesting on March 11, 2018, assuming continued service through such dates.
- F4These 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.
- F5These options become exercisable in three equal annual installments on March 4, 2017, March 4, 2018 and March 4, 2019.