Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Livingston Susannah
 2. Date of Event Requiring Statement (Month/Day/Year)
08/06/2015		 3. Issuer Name and Ticker or Trading Symbol
Sprouts Farmers Market, Inc. [SFM]
(Last)
(First)
(Middle)
5455 EAST HIGH STREET, SUITE 111		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Interim Chief Financial Ofc.
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PHOENIX, AZ 85054		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.001 per share 4,643 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (2) 04/08/2020 Common stock, par value $0.001 per share 65,000 $ 6.9155 D  
Stock Option (right to buy)   (3) 03/04/2021 Common stock, par value $0.001 per share 3,738 $ 39.01 D  
Stock Option (right to buy)   (4) 03/11/2022 Common stock, par value $0.001 per share 3,648 $ 34.33 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Livingston Susannah
5455 EAST HIGH STREET
SUITE 111
PHOENIX, AZ 85054		       Interim Chief Financial Ofc.  

Signatures

/s/ Brandon F. Lombardi, Attorney-in-Fact for Susannah Livingston 08/13/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Consists of 4,152 shares of common stock and 491 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 vested 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 vesting date.
(2) 42,541 of such options are presently exercisable. 9,625 become exercisable in equal installments at the end of each calendar quarter through March 31, 2016 and 12,834 options become exercisable at the end of fiscal 2015, provided certain corporate performance targets are met.
(3) 1,869 of such options are presently exercisable. 1,869 become exercisable in equal installments at the end of each calendar quarter through December 31, 2016.
(4) 608 of such options are presently exercisable. 3,040 become exercisable in equal installments at the end of each calendar quarter through December 31, 2017.

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