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 *
Berlinski Donna
   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)
VP, Controller
(Last)
(First)
(Middle)
11811 N.TATUM BLVD, SUITE 2400		 3. Date of Earliest Transaction (Month/Day/Year)
10/21/2014
(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 10/21/2014   M   14,742 A $ 1.0864 22,506 D  
Common Stock, par value $0.001 per share 10/21/2014   S(1)   14,742 D $ 29.5 7,764 (2) D  
Common Stock, par value $0.001 per share 10/21/2014   M   25,667 A $ 3.3255 33,431 D  
Common Stock, par value $0.001 per share 10/21/2014   S(1)   25,667 D $ 29.75 7,764 (2) D  
Common Stock, par value $0.001 per share 10/21/2014   M   1,275 A $ 3.7755 9,039 D  
Common Stock, par value $0.001 per share 10/21/2014   S(1)   1,275 D $ 30 7,764 (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) $ 1.0864 10/21/2014   M     14,742   (3) 09/25/2018 Common stock, par value $0.001 per share 14,742 $ 0 0 D  
Stock Option (right to buy) $ 3.3255 10/21/2014   M     25,667   (3) 09/25/2018 Common stock, par value $0.001 per share 25,667 $ 0 0 D  
Stock Option (right to buy) $ 3.7755 10/21/2014   M     1,275   (4) 07/23/2019 Common stock, par value $0.001 per share 1,275 $ 0 13,141 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Berlinski Donna
11811 N.TATUM BLVD
SUITE 2400
PHOENIX, AZ 85028		       VP, Controller  

Signatures

 /s/ Donna Berlinski   10/23/2014
**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) Consists of 7,000 shares of common stock and 764 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) All such options are presently exercisable.
(4) The reporting person is exercising options that are presently exercisable. Of the remaining options, 3,516 are presently exercisable, 4,125 become exercisable in equal installments at the end of each calendar quarter through June 30, 2015 and 5,500 options become exercisable at the end of each of fiscal 2014, provided certain corporate performance targets are met.

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