CORRESP 1 filename1.htm Acceleration Request

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