Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Frumkin Theodore Edward II	2. Issuer Name and Ticker or Trading Symbol Sprouts Farmers Market, Inc. [ SFM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Development Officer
(Last)          (First)          (Middle) 5455 EAST HIGH STREET, SUITE 111	3. Date of Earliest Transaction (MM/DD/YYYY) 3/4/2020
(Street) PHOENIX, AZ 85054 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	3/4/2020		S(1)		3145	D	$16.58	33699	D
Common Stock, par value $0.001 per share	3/5/2020		S(1)		577	D	$16.5314 (2)	33122	D
Common Stock, par value $0.001 per share	3/6/2020		S(1)		499	D	$16.9608 (3)	32623 (4)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	This 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.
(2)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.53 to $16.6475 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.
(3)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.96 to $17.0401 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.
(4)	Includes 27,132 shares of common stock and 5,491 restricted shares. Each restricted share and performance share award represents the right to receive, upon vesting, one share of common stock. 1,659 restricted shares will vest on March 5, 2021; and 3,832 will vest evenly over two years on March 4, 2021 and March 4, 2022. All such vests assume continued employment through the applicable dates.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Frumkin Theodore Edward II 5455 EAST HIGH STREET SUITE 111 PHOENIX, AZ 85054			Chief Development Officer

Signatures
/s/ Brandon F. Lombardi, Attorney-in-Fact for Theodore E. Frumkin		3/6/2020
**Signature of Reporting Person		Date