UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2018
Commission File Number: 001-36029
Sprouts Farmers Market, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
32-0331600 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
5455 East High Street, Suite 111
Phoenix, Arizona 85054
(Address of principal executive offices and zip code)
(480) 814-8016
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 29, 2018, the registrant had 127,603,836 shares of common stock, $0.001 par value per share, outstanding.
EXPLANATORY NOTE
Sprouts Farmers Market, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to amend its Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (the “Form 10-Q”), which was originally filed with the Securities and Exchange Commission (the “Commission”) on November 1, 2018, in response to comments received from the Commission in connection with a request for confidential treatment of certain portions of Exhibit 10.1 as originally filed with the Form 10-Q. Item 6 of Part II of the Form 10-Q is hereby amended to include a revised Exhibit Index and a revised redacted version of Exhibit 10.1, which is being filed herewith.
This Amendment speaks as of the filing date of the Form 10-Q, does not update information in the Form 10-Q to reflect events that have occurred subsequent to the filing date of the Form 10-Q, and does not modify or update in any way the financial statements or any other disclosures made in the Form 10-Q. Except as described above, no other amendments are being made to the Form 10-Q. Accordingly, this Amendment should be read in conjunction with the Form 10-Q and the Company’s subsequent filings made with the Commission since November 1, 2018.
Exhibit Number |
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Description |
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10.1† |
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31.1# |
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2# |
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.3 |
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31.4 |
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32.1# |
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32.2# |
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101.INS# |
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XBRL Instance Document |
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101.SCH# |
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XBRL Taxonomy Extension Schema Document |
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101.CAL# |
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XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF# |
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XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB# |
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XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE# |
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XBRL Taxonomy Extension Presentation Linkbase Document |
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† |
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Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a confidential treatment request submitted separately to the SEC pursuant to Rule 406 under the Securities Act. |
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Previously filed with the Quarterly Report on Form 10-Q filed on November 1, 2018. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SPROUTS FARMERS MARKET, INC. |
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Date: April 1, 2019 |
By: |
/s/ Bradley S. Lukow |
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Name: |
Bradley S. Lukow |
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Title: |
Interim Co-Chief Executive Officer and Chief Financial Officer |