Sec Form 4 Filing - Throgmartin Gregg W. @ hhgregg, Inc. - 2013-05-30

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Throgmartin Gregg W.
2. Issuer Name and Ticker or Trading Symbol
hhgregg, Inc. [ HGG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive VP and COO
(Last) (First) (Middle)
4151 E. 96TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/30/2013
(Street)
INDIANAPOLIS, IN46240
4. If Amendment, Date Original Filed (MM/DD/YY)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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, $.0001 per share 05/30/2013 M 8,000 A $ 5.85 1,670,190 D
Common Stock, $.0001 per share 05/30/2013 S 8,000 D $ 15.6317 1,662,190 D
Common Stock, $.0001 per share 625,370 I By Irrevocable Trust ( 1 )
Date Exercisable
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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) Expiration Date Title Amount or Number of Shares
Option to purchase common stock $ 5.85 05/30/2013 M 8,000 ( 2 ) 09/08/2013 Common Stock 8,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Throgmartin Gregg W.
4151 E. 96TH STREET
INDIANAPOLIS, IN46240
X Executive VP and COO
Signatures
Andy Giesler, Attorney-in-fact 05/31/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Throgmartin is the trustee of (i) the Jerry W. Throgmartin Irrevocable Trust FBO Christy and Nicky Throgmartin, which holds 584,815 shares of Common Stock and (ii) the Gregg W. Throgmartin Charitable Lead Trust, which holds 40,555 shares of Common Stock. Mr. Throgmartin has sole power to vote and dispose of the shares held by each of the two trusts.
( 2 )The options were granted on September 8, 2008, and vested in three equal installments on the first three anniversaries of the date of grant.

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* If the form is filed by more than one reporting person, see Instruction 4(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).

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