SEC Form 4 · accession 0001209191-18-023929
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
Apr 2, 2018
Accepted (ET)
Apr 4, 2018 · 7:17 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 | Apr 2, 2018 | S | 12,314 | $23.3298 | D | 332,759 | D | |
| Common Stock, par value $0.001 per shareF4,F5 | Apr 2, 2018 | S | 27,245 | $23.0449 | D | 305,514 | D | |
| Common Stock, par value $0.001 per shareF6 | 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)F7 | $39.01 | holding | — | — | — | — | Mar 4, 2021 | Common stock, par value $0.001 per share | 33,771 | 33,771 | D |
| Stock Option (right to buy)F7 | $34.33 | holding | — | — | — | — | Mar 11, 2022 | Common stock, par value $0.001 per share | 33,439 | 33,439 | D |
| Stock Option (right to buy)F7 | $20.98 | holding | — | — | — | — | Aug 11, 2022 | Common stock, par value $0.001 per share | 466,561 | 466,561 | D |
| Stock Option (right to buy)F8 | $28.21 | holding | — | — | — | — | Mar 4, 2023 | Common stock, par value $0.001 per share | 113,504 | 113,504 | D |
| Stock Option (right to buy)F9 | $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.
- F2The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.1082 to $23.33 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.
- F3The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.79 to $23.33 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.
- F5Includes 81,766 shares of common stock, 127,903 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. 30,750 of such restricted shares will vest on June 30, 2018, 42,598 will vest annually over two years on March 3, 2019 and 2020, and the remaining 54,555 restricted shares 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.
- F6These 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.
- F7All such options are presently exercisable.
- F875,670 options are presently exercisable; the remaining 37,834 options become exercisable on March 4, 2019.
- F9331,283 options are presently exercisable; the remaining 55,213 options become exercisable on June 30, 2018.