SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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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.

1. Name and Address of Reporting Person^*

INGLE ROBERT P II

(Last)

(First)

(Middle)

2913 US HIGHWAY 70 WEST

(Street)

BLACK MOUNTAIN

28711

(City)

(State)

(Zip)

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/27/2014

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

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. 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	09/30/2013		M4	14,250	A	$0.00	128,582⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	09/30/2013		S4	7,000	D	$28.509	121,582⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	09/30/2013		S4	7,250	D	$28.522	114,332⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	02/12/2014		M4	19,000	A	$0.00	133,332⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	02/12/2014		S4	14,000	D	$22.413	119,332⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	02/12/2014		S4	2,000	D	$22.407	117,332⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	02/12/2014		S4	3,000	D	$22.42	114,332⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	03/04/2014		M4	8,600	A	$0.00	122,932⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	03/04/2014		S4	4,860	D	$23.854	118,072⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	03/04/2014		S4	1,064	D	$23.844	117,008⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	03/04/2014		S4	2,676	D	$23.824	114,332⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	06/11/2014		M4	5,500	A	$0.00	119,832⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	06/11/2014		S4	2,676	D	$27.231	117,156⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	06/11/2014		S4	2,112	D	$27.078	115,044⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	06/11/2014		S4	712	D	$27.121	114,332⁽¹⁾	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 (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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽³⁾	09/30/2013		4M		14,250	⁽³⁾	⁽³⁾	Class A Common Stock	14,250	$0.00	519,992	I	By Profit Sharing Plan Trust⁽²⁾
Class B Common Stock	⁽³⁾	02/12/2014		4M		19,000	⁽³⁾	⁽³⁾	Class A Common Stock	19,000	$0.00	500,992	I	By Profit Sharing Plan Trust⁽²⁾
Class B Common Stock	⁽³⁾	03/04/2014		4M		8,600	⁽³⁾	⁽³⁾	Class A Common Stock	8,600	$0.00	492,392	I	By Profit Sharing Plan Trust⁽²⁾
Class B Common Stock	⁽³⁾	03/26/2014		4J⁽⁴⁾		44,000	⁽³⁾	⁽³⁾	Class A Common Stock	44,000	$0.00	448,392	I	By Profit Sharing Plan Trust⁽²⁾
Class B Common Stock	⁽³⁾	06/11/2014		4M		5,500	⁽³⁾	⁽³⁾	Class A Common Stock	5,500	$0.00	442,892	I	By Profit Sharing Plan Trust⁽³⁾
Class B Common Stock	⁽³⁾						⁽³⁾	⁽³⁾	Class A Common Stock	130,874		130,874	D
Class B Common Stock	⁽³⁾						⁽³⁾	⁽³⁾	Class A Common Stock	2,431,689		2,431,689	I	By Laura Ingle Trust⁽⁵⁾
Class B Common Stock	⁽³⁾						⁽³⁾	⁽³⁾	Class A Common Stock	3,036,961		3,036,961	I	By Marital Trust⁽⁶⁾
Class B Common Stock	⁽³⁾						⁽³⁾	⁽³⁾	Class A Common Stock	24,076		24,076	I	As custodian for minor children⁽⁷⁾

Explanation of Responses:

1. The shares held by The Profit Sharing Plan Trust fluctuate daily based on 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. 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. The shares were distributed to an employee as a withdrawal from the Profit Sharing Plan Trust.

5. 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.

6. 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.

7. The shares are held by the reporting person's spouse as custodian for the minor children of the reporting person.

Remarks:

	Ronald B. Freeman, as attorney-in-fact	11/14/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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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