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 *
Black Stephen Douglas
   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 Marketing Officer
(Last)
(First)
(Middle)
11811 N.TATUM BLVD, SUITE 2400		 3. Date of Earliest Transaction (Month/Day/Year)
08/13/2014
(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 08/13/2014   M   15,507 A $ 3.3775 17,949 D  
Common Stock, par value $0.001 per share 08/13/2014   M   18,298 A $ 6.0145 36,247 D  
Common Stock, par value $0.001 per share 08/13/2014   S   33,805 D $ 29.025 (1) 2,442 (2) D  

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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 08/13/2014   M     15,507   (3) 07/23/2019 Common stock, par value $0.001 per share 15,507 $ 0 45,834 D  
Stock Option (right to buy) $ 6.0145 08/13/2014   M     18,298   (4) 07/23/2019 Common stock, par value $0.001 per share 18,298 $ 0 6,662 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Black Stephen Douglas
11811 N.TATUM BLVD
SUITE 2400
PHOENIX, AZ 85028		       Chief Marketing Officer  

Signatures

 /s/ Brandon F. Lombardi, Attorney-in-Fact for Stephen D. Black   08/15/2014
**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 $30.00 secondary public offering price per share less the underwriting discount of $0.975 per share.
(2) Consists of 2,442 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, 2015; one-third vesting on March 4, 2016; and the remaining one-third vesting on March 4, 2017, assuming continued employment through the applicable vest date.
(3) The reporting person is exercising options that are presently exercisable. Of the remaining options after giving effect to this transaction, 22,917 will become exercisable in equal quarterly installments at the end of each calendar quarter through June 30, 2015; and 22,917 vest at the end of fiscal 2014 or fiscal 2015, provided certain corporate performance targets are met.
(4) The reporting person is exercising options that are presently exercisable. Of the remaining options after giving effect to this transaction, all are presently exercisable.

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