SEC Form 4 · accession 0001209191-19-017494
Sprouts Farmers Market, Inc. · SFM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dan J Sanders
Officer — Chief Operations Officer
Period of report
Mar 4, 2019
Accepted (ET)
Mar 6, 2019 · 6:19 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 | Mar 4, 2019 | S | 5,507 | $22.9509 | D | 38,021 | D | |
| Common Stock, par value $0.001 per shareF3 | Mar 4, 2019 | A | 7,518 | $0.00 | A | 45,539 | D | |
| Common Stock, par value $0.001 per share | Mar 5, 2019 | S | 243 | $23.18 | D | 45,296 | D | |
| Common Stock, par value $0.001 per shareF4,F5 | Mar 6, 2019 | S | 648 | $22.8811 | D | 44,648 | 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)F6 | $23.12 | Mar 4, 2019 | A | 11,697 | A | — | Mar 4, 2026 | Common stock, par value $0.001 per share | 11,697 | 11,697 | 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 $22.95 to $23.1275 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.
- F3Consists 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, 2020; one-third vesting on March 4, 2021; and the remaining one-third vesting on March 4, 2022, assuming continued employment through the applicable vest date.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.88 to $23.0602 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, in addition to the 7,518 shares described in Note (3), 14,691 shares of common stock, 16,051 restricted shares and 6,388 performance share awards. Each restricted share and performance share award represents the right to receive, upon vesting, one share of common stock. 11,713 restricted shares will vest on March 3, 2020, and 4,338 restricted shares will vest evenly over two years on March 5, 2020 and March 5, 2021. The 6,388 performance shares will vest on March 3, 2020. All such vests assume continued employment through the applicable dates.
- F6These options become exercisable in three equal annual installments on March 4, 2020, March 4, 2021, and March 4, 2022, assuming continued employment through the vest dates.