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 *
GOLLEHER GEORGE
  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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
11811 N.TATUM BLVD, SUITE 2400
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2014
(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 02/26/2014   M   9,383 A $ 1.0864 234,383 D  
Common Stock, par value $0.001 per share 02/26/2014   S(1)   9,383 D $ 37 225,000 D  
Common Stock, par value $0.001 per share 02/28/2014   M   9,383 A $ 1.0864 234,383 D  
Common Stock, par value $0.001 per share 02/28/2014   S(1)   9,383 D $ 38.42 225,000 D  
Common Stock, par value $0.001 per share 02/28/2014   M   7,037 A $ 1.0864 232,037 D  
Common Stock, par value $0.001 per share 02/28/2014   S(1)   7,037 D $ 39.25 225,000 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) $ 1.0864 02/26/2014   M     9,383   (2) 05/02/2018 Common stock, par value $0.001 per share 9,383 $ 0 103,378 (3) D  
Stock Option (right to buy) $ 1.0864 02/28/2014   M     9,383   (2) 05/02/2018 Common stock, par value $0.001 per share 9,383 $ 0 93,995 (3) D  
Stock Option (right to buy) $ 1.0864 02/28/2014   M     7,037   (2) 05/02/2018 Common stock, par value $0.001 per share 7,037 $ 0 86,958 (3) D  
Stock Option (right to buy) $ 3.3255               (2) 05/02/2018 Common stock, par value $0.001 per share 187,935   187,935 (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GOLLEHER GEORGE
11811 N.TATUM BLVD
SUITE 2400
PHOENIX, AZ 85028
  X      

Signatures

 Brandon F. Lombardi, Attorney-in-Fact for George Golleher   02/28/2014
**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) The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
(2) All such options are presently exercisable.
(3) The reporting person's Form 3 included options to purchase an aggregate of 300,696 shares of common stock. All such options were reported as exercisable at a price of $3.3255 per share. However, of such options, options to purchase 187,935 shares of common stock were exercisable at a price of $3.3255 per share and the remaining options to purchase 112,761 shares of common stock were exercisable at a price of $1.0864 per share. On February 26 and 28, 2014, the reporting person exercised options to purchase an aggregate of 25,803 of such shares at a price of $1.0864 per share.

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