SEC Form 4 · accession 0001209191-18-017816
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 5, 2018
Accepted (ET)
Mar 7, 2018 · 6:22 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 5, 2018 | A | 54,555 | $0.00 | A | 355,412 | D | |
| Common Stock, par value $0.001 per shareF3,F4 | Mar 5, 2018 | S | 8,611 | $25.2425 | D | 346,801 | D | |
| Common Stock, par value $0.001 per shareF5 | 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)F6 | $39.01 | holding | — | — | — | — | Mar 4, 2021 | Common stock, par value $0.001 per share | 33,771 | 33,771 | D |
| Stock Option (right to buy)F6 | $34.33 | holding | — | — | — | — | Mar 11, 2022 | Common stock, par value $0.001 per share | 33,439 | 33,439 | D |
| Stock Option (right to buy)F6 | $20.98 | holding | — | — | — | — | Aug 11, 2022 | Common stock, par value $0.001 per share | 466,561 | 466,561 | D |
| Stock Option (right to buy)F7 | $28.21 | holding | — | — | — | — | Mar 4, 2023 | Common stock, par value $0.001 per share | 113,504 | 113,504 | D |
| Stock Option (right to buy)F8 | $24.48 | holding | — | — | — | — | Aug 11, 2022 | Common stock, par value $0.001 per share | 386,496 | 386,496 | 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 5, 2019; one-third vesting on March 5, 2020; and the remaining one-third vesting on March 5, 2021, 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, 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 $25.24 to $25.4807 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.
- F4Includes, in addition to the 54,555 shares described in Note (1), 87,985 shares of common stock, 104,098 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 42,598 restricted shares will vest annually over two years on March 3, 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.
- F5These 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.
- F6All such options are presently exercisable.
- F775,670 options are presently exercisable; the remaining 37,834 options become exercisable on March 4, 2019.
- F8276,070 options are presently exercisable; the remaining 110,426 options become exercisable equally on March 31, 2018 and June 30, 2018.