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)
09/26/2015

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	09/10/2014		M4	19,500	A	$0.00	133,832⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	09/11/2014		S4	5,000	D	$26.0078⁽³⁾	128,832⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	12/09/2014		M4	13,100	A	$0.00	141,932⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	12/11/2014		S4	14,500	D	$31.1411⁽⁴⁾	127,432⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	12/19/2014		S4	1,000	D	$34.86	126,432⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	12/22/2014		S4	12,100	D	$34.1647⁽⁵⁾	114,332⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	02/18/2015		M4	40,000	A	$0.00	154,332⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	02/27/2015		S4	10,300	D	$44.1265⁽⁶⁾	144,032⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	03/02/2015		S4	29,700	D	$44.7041⁽⁷⁾	114,332⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	03/16/2015		M4	4,500	A	$0.00	118,832⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	03/16/2015		S4	4,500	D	$50.5688⁽⁸⁾	114,332⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	05/08/2015		M4	5,000	A	$0.00	119,332⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	05/08/2015		S4	5,000	D	$42.2524⁽⁹⁾	114,332⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	06/15/2015		M4	27,000	A	$0.00	141,332⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	06/15/2015		S4	556	D	$49.5	140,776⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	06/18/2015		S4	21,900	D	$49.5096⁽¹⁰⁾	118,876⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	06/23/2015		M4	16,500	A	$0.00	135,376⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	06/23/2015		S4	21,044	D	$48.4335⁽¹¹⁾	114,332⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	08/06/2015		M4	4,000	A	$0.00	118,332⁽¹⁾	I	By Profit Sharing Plan Trust⁽²⁾
Class A Common Stock	08/14/2015		S4	4,000	D	$52.7718⁽¹²⁾	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	⁽¹³⁾	09/10/2014		4M		19,500	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	19,500	$0.00	423,392	I	By Profit Sharing Plan Trust⁽²⁾
Class B Common Stock	⁽¹³⁾	12/09/2014		4M		13,100	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	13,100	$0.00	410,292	I	By Profit Sharing Plan Trust⁽²⁾
Class B Common Stock	⁽¹³⁾	02/18/2015		4M		40,000	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	40,000	$0.00	370,292	I	By Profit Sharing Plan Trust⁽²⁾
Class B Common Stock	⁽¹³⁾	03/16/2015		4M		4,500	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	4,500	$0.00	365,792	I	By Profit Sharing Plan Trust⁽²⁾
Class B Common Stock	⁽¹³⁾	05/08/2015		4M		5,000	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	5,000	$0.00	360,792	I	By Profit Sharing Plan Trust⁽²⁾
Class B Common Stock	⁽¹³⁾	06/15/2015		4M		27,000	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	27,000	$0.00	333,792	I	By Profit Sharing Plan Trust⁽²⁾
Class B Common Stock	⁽¹³⁾	06/23/2015		4M		16,500	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	16,500	$0.00	317,292	I	By Profit Sharing Plan Trust⁽²⁾
Class B Common Stock	⁽¹³⁾	08/06/2015		4M		4,000	⁽¹³⁾	⁽¹³⁾	Class A Common Stock	4,000	$0.00	313,292	I	By Profit Sharing Plan Trust⁽²⁾
Class B Common Stock	⁽¹³⁾						⁽¹³⁾	⁽¹³⁾	Class A Common Stock	3,337,531		3,337,531	I	By Marital Trust⁽¹⁴⁾
Class B Common Stock	⁽¹³⁾						⁽¹³⁾	⁽¹³⁾	Class A Common Stock	2,131,119		2,131,119	I	By Laura Ingle Trust⁽¹⁵⁾

Explanation of Responses:

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.

Remarks:

	Ronald B. Freeman, as attorney-in-fact	11/09/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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