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	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	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* WOLTZ H O III (Last) (First) (Middle) 1373 BOGGS DRIVE (Street) MOUNT AIRY NC 27030 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol INSTEEL INDUSTRIES INC [ IIIN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman, President and 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) 10/01/2014	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)
				Amount	(A) or (D)	Price
Common Stock	03/06/2014		G5	250	D	$0	545,518	D
Common Stock(1)	05/07/2014		W5	31,005	A	$0	545,518	D
Common Stock	08/13/2014		G5	80	D	$0	545,518	D
Common Stock	09/18/2014		G5	2,100	D	$0	545,518	D
Common Stock(1)(3)	05/07/2014		W5	2,841	A	$0	177,822	I	Co-trustee of trusts for the benefit of children of H. O. Woltz III and Edwin M Woltz
Common Stock(1)	05/07/2014		W5	8,513	D	$0	0	I	co-executor of Howard O. Woltz, Jr. Estate
Common Stock(3)	09/12/2014		G5	3,910	D	$0	81,222	I	co-trustee of Woltz Foundation
Common Stock(3)							130,452	I	Co-trustee of trusts created by estate of Howard O. Woltz Jr.
Common Stock (Restricted Stock Units)							59,157	D

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock (Right to Buy)	$20.5						(2)	08/12/2024	Common Stock	21,216		21,216	D
Common Stock (Right to Buy)	$19.08						(2)	02/12/2024	Common Stock	21,645		21,645	D
Stock Option (Right to Buy)	$10.23						(2)	08/21/2022	Common Stock	21,978		21,978	D
Stock Option (Right to Buy)	$13.06						(2)	02/21/2022	Common Stock	16,501		16,501	D
Stock Option (Right to Buy)	$10.72						(2)	08/08/2021	Common Stock	10,309		10,309	D
Stock Option (Right to Buy)	$12.43						(2)	02/08/2021	Common Stock	8,532		8,532	D
Stock Option (Right to Buy)	$17.22						(2)	08/12/2023	Common Stock	21,583		21,583	D
Stock Option (Right to Buy)	$16.45						(2)	02/12/2023	Common Stock	20,921		20,921	D
Stock Option (Right to Buy)	$16.69						(2)	08/19/2018	Common Stock	15,957		15,957	D
Stock Option (Right to Buy)	$17.11						(2)	02/13/2017	Common Stock	14,395		14,395	D
Stock Option (Right to Buy)	$20.27						(2)	08/13/2017	Common Stock	11,878		11,878	D
Stock Option (Right to Buy)	$20.26						(2)	08/14/2016	Common Stock	6,369		6,369	D
Stock Option (Right to Buy)	$15.64						(2)	02/14/2016	Common Stock	9,144		9,144	D

Explanation of Responses:

1. This amended form 5 includes distributions from the Estate of Howard O. Woltz, Jr.

2. Options vest 1/3 annually beginning one year from grant date.

3. The reporting person previously reported in the aggregate all shares which were deemed indirectly owned by the reporting person as the co-trustee of family trusts. This form reports separately these shares which are deemed indirectly owned by the reporting person as the co-trustee of family trusts. Additionally, the reporting person previously reported 21,222 shares indirectly owned by the reporting person through a custodial account for a minor child. These 21,222 shares now are included above in the 177,822 shares reported as indirectly owned by the reporting person as the co-trustee of trusts for the benefit of his children and the children of Edwin M. Woltz.

Remarks:

	James F. Petelle for H. O. Woltz III	10/30/2014
	** 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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