Sprouts Farmers Market, Inc.

11811 N. Tatum Blvd., Suite 2400

Phoenix, AZ 85028

February 27, 2014

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

Re:

Notice of Disclosure Filed in Exchange Act Annual Report under

Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and

Section 13(r) of the Exchange Act

Ladies and Gentlemen:

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Securities Exchange Act of 1934, as amended, notice is hereby provided that Sprouts Farmers Market, Inc. (the “Company”) has made disclosure pursuant to such provisions in its Annual Report on Form 10-K for the fiscal year ended December 29, 2013, which was filed with the U.S. Securities and Exchange Commission on February 27, 2014 (the “Form 10-K”). This disclosure can be found beginning on page 129 of the Form 10-K and is incorporated by reference herein. The Company made such disclosure based on information provided by other companies that may be deemed to be under common control with the Company, and not because of any conduct by the Company.