Sec Form 4 Filing - INGLE ROBERT P II @ INGLES MARKETS INC - 2015-02-12

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
INGLE ROBERT P II
2. Issuer Name and Ticker or Trading Symbol
INGLES MARKETS INC [ IMKTA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
2913 US HIGHWAY 70 WEST
3. Date of Earliest Transaction (MM/DD/YY)
02/12/2015
(Street)
BLACK MOUNTAIN, NC28711
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
Class A Common Stock 02/13/2015 S 35,874 D $ 42.2004 ( 1 ) 0 D
Class A Common Stock 114,332 I By Profit Sharing Plan Trust ( 2 )
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) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 3 ) 02/12/2015 J( 4 ) 24,076 ( 3 ) ( 3 ) Class A Common Stock 24,076 $ 0 0 I As custodian for minor children ( 4 )
Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 3,337,531 3,337,531 I By Marital Trust ( 5 )
Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 2,131,119 2,131,119 I By Laura Ingle Trust ( 6 )
Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 442,892 442,892 I By Profit Sharing Plan Trust ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
INGLE ROBERT P II
2913 US HIGHWAY 70 WEST
BLACK MOUNTAIN, NC28711
X X Chairman & CEO
Signatures
Ronald B. Freeman, as attorney-in-fact 02/17/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.0115 to $42.3691, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
( 2 )The shares are held by Ingles Markets Inc. Investment/Profit Sharing Plan Trust (the "Profit Sharing Plan Trust"), of which the reporting person was appointed a trustee on May 10, 2011. The reporting person shares voting and dispositive power with the two other trustees of the Profit Sharing Plan Trust with respect to such shares.
( 3 )Class B Common Stock is convertible into Class A Common Stock at any time on a one-for-one basis, and has no expiration date.
( 4 )Represents a change in the custodian for the minor children of the reporting person from the reporting person's spouse to the reporting person's mother. The reporting person no longer holds a beneficial interest in the shares held by the reporting person's mother as custodian for his minor children.
( 5 )The shares are held by Robert P. Ingle, Sr. Administrative Trust UTA Robert Pierce Ingle Living Trust dated December 24, 2010 (the "Marital Trust"), which was created by Robert P. Ingle, Sr. for estate planning purposes on December 24, 2010. The reporting person is the sole trustee of the Marital Trust with sole voting and dispositive power with respect to such shares.
( 6 )The shares are held by Laura Anne Laxton Ingle 2011 Irrevocable Trust dated September 8, 2011 (the "Laura Ingle Trust"), which was created by Laura Ingle for estate planning purposes on September 8, 2011. The reporting person is the sole trustee of the Laura Ingle Trust with sole voting and dispositive power with respect to such shares.

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