Edgar Filing: INGLES MARKETS INC

Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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3235-0362

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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/26/2015

(Street)

BLACK MOUNTAIN,Â NCÂ 28711

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Reporting
(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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/10/2014	Â	M4	19,500	A	$ 0	133,832 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾
Class A Common Stock	09/11/2014	Â	S4	5,000	D	$ 26.0078 ⁽³⁾	128,832 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾
Class A Common Stock	12/09/2014	Â	M4	13,100	A	$ 0	141,932 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾
Class A Common Stock	12/11/2014	Â	S4	14,500	D	$ 31.1411 ⁽⁴⁾	127,432 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾
Class A Common Stock	12/19/2014	Â	S4	1,000	D	$ 34.86	126,432 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾
Class A Common Stock	12/22/2014	Â	S4	12,100	D	$ 34.1647 ⁽⁵⁾	114,332 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾
Class A Common Stock	02/18/2015	Â	M4	40,000	A	$ 0	154,332 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾
Class A Common Stock	02/27/2015	Â	S4	10,300	D	$ 44.1265 ⁽⁶⁾	144,032 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾
Class A Common Stock	03/02/2015	Â	S4	29,700	D	$ 44.7041 ⁽⁷⁾	114,332 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾
Class A Common Stock	03/16/2015	Â	M4	4,500	A	$ 0	118,832 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾
Class A Common Stock	03/16/2015	Â	S4	4,500	D	$ 50.5688 ⁽⁸⁾	114,332 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾
Class A Common Stock	05/08/2015	Â	M4	5,000	A	$ 0	119,332 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾
Class A Common Stock	05/08/2015	Â	S4	5,000	D	$ 42.2524 ⁽⁹⁾	114,332 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾
Class A Common Stock	06/15/2015	Â	M4	27,000	A	$ 0	141,332 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾
Class A Common Stock	06/15/2015	Â	S4	556	D	$ 49.5	140,776 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾
Class A Common Stock	06/18/2015	Â	S4	21,900	D	$ 49.5096 ⁽¹⁰⁾	118,876 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾
Class A Common Stock	06/23/2015	Â	M4	16,500	A	$ 0	135,376 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾
Class A Common Stock	06/23/2015	Â	S4	21,044	D	$ 48.4335 ⁽¹¹⁾	114,332 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾
Class A Common Stock	08/06/2015	Â	M4	4,000	A	$ 0	118,332 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾
Class A Common Stock	08/14/2015	Â	S4	4,000	D	$ 52.7718 ⁽¹²⁾	114,332 ⁽¹⁾	I	By Profit Sharing Plan Trust ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 2270 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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 at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

09/10/2014

19,500

Â ⁽¹³⁾

Class A Common Stock

19,500

$ 0

423,392

By Profit Sharing Plan Trust ⁽²⁾

Class B Common Stock

12/09/2014

13,100

Â ⁽¹³⁾

Class A Common Stock

13,100

$ 0

410,292

By Profit Sharing Plan Trust ⁽²⁾

Class B Common Stock

02/18/2015

40,000

Â ⁽¹³⁾

Class A Common Stock

40,000

$ 0

370,292

By Profit Sharing Plan Trust ⁽²⁾

Class B Common Stock

03/16/2015

4,500

Â ⁽¹³⁾

Class A Common Stock

4,500

$ 0

365,792

By Profit Sharing Plan Trust ⁽²⁾

Class B Common Stock

05/08/2015

5,000

Â ⁽¹³⁾

Class A Common Stock

5,000

$ 0

360,792

By Profit Sharing Plan Trust ⁽²⁾

Class B Common Stock

06/15/2015

27,000

Â ⁽¹³⁾

Class A Common Stock

27,000

$ 0

333,792

By Profit Sharing Plan Trust ⁽²⁾

Class B Common Stock

06/23/2015

16,500

Â ⁽¹³⁾

Class A Common Stock

16,500

$ 0

317,292

By Profit Sharing Plan Trust ⁽²⁾

Class B Common Stock

08/06/2015

4,000

Â ⁽¹³⁾

Class A Common Stock

4,000

$ 0

313,292

By Profit Sharing Plan Trust ⁽²⁾

Class B Common Stock

Â ⁽¹³⁾

Class A Common Stock

3,337,531

By Marital Trust ⁽¹⁴⁾

Class B Common Stock

Â ⁽¹³⁾

Class A Common Stock

2,131,119

By Laura Ingle Trust ⁽¹⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
INGLE ROBERT P II 2913 US HIGHWAY 70 WEST BLACK MOUNTAIN,Â NCÂ 28711	Â X	Â X	Â Chairman & CEO	Â

Signatures

Ronald B. Freeman, as attorney-in-fact		11/09/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The shares held by The Profit Sharing Plan Trust fluctuate daily based on individual participant investment choices.
(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)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.00 to $26.0403, inclusive. The reporting person undertakes to provide to Ingles Markets Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.0042 to $31.3354, 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.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.0378 to $34.3267, 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.
(6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.1208 to $44.1479, 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.
(7)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.50 to $45.2463, 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.
(8)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.54 to $50.7625, 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.
(9)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.0401 to $42.655, 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.
(10)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.50 to $49.645, 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.
(11)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.40 to $48.55, 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.
(12)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.75 to $52.94, 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.
(13)	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.
(14)	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.
(15)	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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