GOLDMAN, SACHS & CO. 200 West Street New York, NY 10282 |
CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, NY 10010 | |||
July 29, 2013 |
BY EDGAR
Re: | Sprouts Farmers Market, Inc. |
Registration Statement on Form S-1 |
Registration File No. 333-188493 |
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Dear Sir/Madam:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933 (the Act), we, as representatives of the several Underwriters, wish to advise you that 8,650 copies of the Preliminary Prospectus included in the Registration Statement on Form S-1 were distributed during the period July 22, 2013 through 5:00 p.m. Eastern time, July 26, 2013, to prospective underwriters, institutions, dealers and others.
We were advised on July 26, 2013 by the Corporate Financing Department of the Financial Industry Regulatory Authority that it has reviewed the above-captioned proposed offering and that it has determined to raise no objections with respect to the fairness of the terms and arrangements of the offering.
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
In accordance with Rule 461 of the Act, we hereby join in the request of Sprouts Farmers Market, Inc. for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 3:00 p.m. Eastern time on July 31, 2013, or as soon thereafter as practicable.
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Very truly yours, | ||
By: | GOLDMAN, SACHS & CO. | |
By: | /s/ Adam T. Greene | |
Name: Adam T. Greene | ||
Title: Vice President |
By: | CREDIT SUISSE SECURITIES (USA) LLC | |
By: | /s/ Jill Ford | |
Name: Jill Ford | ||
Title: Managing Director |