SEC Form 4 · accession 0001209191-18-019604
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 12, 2018
Accepted (ET)
Mar 14, 2018 · 5:02 pm EDT
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 | Mar 12, 2018 | S | 1,728 | $25.33 | D | 345,073 | D | |
| Common Stock, par value $0.001 per shareF3 | 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)F4 | $39.01 | holding | — | — | — | — | Mar 4, 2021 | Common stock, par value $0.001 per share | 33,771 | 33,771 | D |
| Stock Option (right to buy)F4 | $34.33 | holding | — | — | — | — | Mar 11, 2022 | Common stock, par value $0.001 per share | 33,439 | 33,439 | D |
| Stock Option (right to buy)F4 | $20.98 | holding | — | — | — | — | Aug 11, 2022 | Common stock, par value $0.001 per share | 466,561 | 466,561 | D |
| Stock Option (right to buy)F5 | $28.21 | holding | — | — | — | — | Mar 4, 2023 | Common stock, par value $0.001 per share | 113,504 | 113,504 | D |
| Stock Option (right to buy)F6 | $24.48 | holding | — | — | — | — | Aug 11, 2022 | Common stock, par value $0.001 per share | 386,496 | 386,496 | 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, as mandated by the Issuer's election under its equity incentive plan documents, and does not represent a discretionary trade by the reporting person.
- F2Includes 90,575 shares of common stock, 158,653 restricted shares and 95,845 performance share awards. Each restricted share and performance share award represents 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, 42,598 will vest annually over two years on March 3, 2019 and 2020, and the remaining 54,555 restricted stock will vest annually 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. The performance share awards will vest annually over two years on March 3, 2019 and 2020. All such vestings assume continued employment through such dates.
- F3These 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.
- F4All such options are presently exercisable.
- F575,670 options are presently exercisable; the remaining 37,834 options become exercisable on March 4, 2019.
- F6276,070 options are presently exercisable; the remaining 110,426 options become exercisable equally on March 31, 2018 and June 30, 2018.