SEC Form 4 · accession 0001209191-16-107156
Sprouts Farmers Market, Inc. · SFM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brandon F. Lombardi
Officer — Chief Legal Officer
Period of report
Mar 4, 2016
Accepted (ET)
Mar 8, 2016 · 6:55 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 shareF1 | Mar 4, 2016 | A | 2,601 | $0.00 | A | 18,879 | D | |
| Common Stock, par value $0.001 per shareF3,F4 | Mar 7, 2016 | S | 261 | $27.9315 | D | 18,618 | D |
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 | 7,683 | A | — | Mar 4, 2023 | Common stock, par value $0.001 per share | 7,683 | 7,683 | D |
Explanation of responses
- F1Consists 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 4, 2017; one-third vesting on March 4, 2018; and the remaining one-third vesting on March 4, 2019, assuming continued employment through the applicable vest date.
- F2This 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.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.93 to $28.32 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.
- F4Amount includes 8,557 shares of common stock, 3,415 restricted stock units and 6,646 performance share awards. Each restricted stock unit and performance share award represent the right to receive, upon vesting, one share of common stock. In addition to the shares underlying the restricted stock units described in footnote 1 above, the remaining 814 restricted stock units will vest on March 4, 2017, assuming continued employment 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 employment through such dates.
- F5These options become exercisable in three equal annual installments on March 4, 2017, March 4, 2018 and March 4, 2019.