VITL Vital Farms Inc

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                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * DAWSON JEFFERY S	2. Issuer Name and Ticker or Trading Symbol Vital Farms, Inc. [ VITL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Accounting Officer
(Last)          (First)          (Middle) C/O VITAL FARMS, INC., 3601 SOUTH CONGRESS AVENUE, SUITE C100	3. Date of Earliest Transaction (MM/DD/YYYY) 3/22/2021
(Street) AUSTIN, TX 78704 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	3/22/2021		A		1066 (1)	A	$0.00	1066	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
Employee Stock Option (right to buy)	$25.78	3/22/2021		A		10496		(2)	3/22/2031	Common Stock	10496	$0.00	10496	D

Explanation of Responses:
(1)	Represents a restricted stock unit ("RSU") award. The RSUs vest in three equal annual installments commencing on March 22, 2022, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date.
(2)	One-third (1/3rd) of the shares subject to the stock option will vest in equal annual installments commencing on March 22, 2022, subject to the Reporting Person continuing to provide service through each vesting date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DAWSON JEFFERY S C/O VITAL FARMS, INC. 3601 SOUTH CONGRESS AVENUE, SUITE C100 AUSTIN, TX 78704			Chief Accounting Officer

Signatures
/s/ Jason Minio, Attorney-in-Fact		3/24/2021
**Signature of Reporting Person		Date