Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Reynolds James Howard
  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)
SVP - Human Resources
(Last)
(First)
(Middle)
11811 N.TATUM BLVD, SUITE 2400
3. Date of Earliest Transaction (Month/Day/Year)
11/26/2013
(Street)

PHOENIX, AZ 85028
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 11/26/2013   M   11,458 A $ 3.7755 12,958 D  
Common stock, par value $0.001 per share 11/26/2013   M   9,995 A $ 6.0145 22,953 D  
Common stock, par value $0.001 per share 11/26/2013   S   21,453 D $ 35.7975 (1) 1,500 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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
Stock Option (right to buy) $ 3.7755 11/26/2013   M     11,458   (2) 07/23/2019 Common stock, par value $0.001 per share 11,458 $ 0 85,938 D  
Stock Option (right to buy) $ 6.0145 11/26/2013   M     9,995   (3) 07/23/2019 Common stock, par value $0.001 per share 9,995 $ 0 30,109 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Reynolds James Howard
11811 N.TATUM BLVD
SUITE 2400
PHOENIX, AZ 85028
      SVP - Human Resources  

Signatures

 /s/ Brandon F. Lombardi, Attorney-in-fact for James Howard Reynolds   11/27/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This amount represents the $37 secondary public offering price per share less the underwriting discount of $1.2025 per share.
(2) The reporting person is exercising all such options that are presently exercisable. Of such remaining options, 40,104 options become exercisable in equal installments at the end of each calendar quarter through June 30, 2015 and 45,834 options become exercisable at the end of fiscal 2013, fiscal 2014 or fiscal 2015, provided certain corporate performance targets are met.
(3) All such options are presently exercisable.

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