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 *
Maredia Amin N.
   2. Issuer Name and Ticker or Trading Symbol
Sprouts Farmers Market, Inc. [SFM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
5455 EAST HIGH STREET, SUITE 111		 3. Date of Earliest Transaction (Month/Day/Year)
05/23/2016
(Street)

PHOENIX, AZ 85054		 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 05/23/2016   A   215,251 (1) A $ 0 229,039 (2) D  
Common Stock, par value $0.001 per share               65,000 I By Amin Maredia Family Growth Fund, L.P. (3)

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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) (4) $ 24.48 05/23/2016   A   386,496     (5) 08/11/2022 Common stock, par value $0.001 per share 386,496 $ 0 386,496 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Maredia Amin N.
5455 EAST HIGH STREET
SUITE 111
PHOENIX, AZ 85054		   X     Chief Executive Officer  

Signatures

 /s/ Brandon F. Lombardi, Attorney-in-Fact for Amin N. Maredia   05/25/2016
**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) Represents shares of restricted stock granted to compensate the reporting person for options to purchase shares of the Issuer's common stock originally granted to the reporting person on August 11, 2015 that have subsequently been determined to have been null and void. These shares of restricted stock vest in seven equal quarterly installments at the end of each calendar quarter beginning December 31, 2016 and continuing through June 30, 2018.
(2) Includes, in addition to the 215,251 restricted shares described in Note (1), 2,932 shares of common stock, 2,219 restricted stock units and 8,637 performance share awards. Each restricted stock unit and performance share award represent the right to receive, upon vesting, one share of common stock. The restricted stock units will vest on March 4, 2017, and the performance share awards will vest one-half on March 11, 2017 and one-half on March 11, 2018, in each case, assuming continued service through such dates.
(3) These shares of common stock are held by Amin Maredia Family Growth Fund, L.P., an entity established by the reporting person for estate planning purposes. The reporting person (i) may be deemed to have beneficial ownership of the shares owned of record thereby, and (ii) has shared voting and investment power with respect to such shares.
(4) Represents options granted to compensate the reporting person for options to purchase shares of the Issuer's common stock originally granted to the reporting person on August 11, 2015 that have subsequently been determined to have been null and void.
(5) Vest in seven equal quarterly installments at the end of each calendar quarter beginning December 31, 2016 and continuing through June 30, 2018.

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