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 * Nielsen James Leroy   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) President & COO (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   2,601 (1) A $ 0 17,077 (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)

$ 24.48

05/23/2016

A

33,439

06/30/2018

08/11/2022

Common stock, par value $0.001 per share

33,439

$ 0

33,439

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Nielsen James Leroy 5455 EAST HIGH STREET SUITE 111 PHOENIX, AZ 85054			President & COO

Signatures

/s/ Brandon F. Lombardi, Attorney-in-Fact for James L. Nielsen		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 on June 30, 2018.
(2)	Includes, in addition to the 2,601 restricted shares described in Note (1), 3,620 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 employment through such dates.
(3)	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.

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