-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WgC/e4zcZvdyDqEgDhbYlZOtI/2r4eRzwqtix3A1D0bI6qYmCQG6NMrYR5ybyDK5 NX8RnarS2iEsOy1BCeCVYA== 0000950103-07-000372.txt : 20070213 0000950103-07-000372.hdr.sgml : 20070213 20070213172332 ACCESSION NUMBER: 0000950103-07-000372 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 GROUP MEMBERS: QTIP MARITAL TRUST UNDER E BRONSON INGRAM TRUST JAN 4 1995 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INGRAM MARTHA R CENTRAL INDEX KEY: 0001124163 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 714 566 1000 MAIL ADDRESS: STREET 1: C/O LILY AREVALO, INGRAM MICRO INC STREET 2: 1600 E ST ANDREW PLACE CITY: SANTA ANA STATE: CA ZIP: 92705-4931 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INGRAM MICRO INC CENTRAL INDEX KEY: 0001018003 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 621644402 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48827 FILM NUMBER: 07611703 BUSINESS ADDRESS: STREET 1: 1600 E ST ANDREW PLACE CITY: SANTA ANA STATE: CA ZIP: 92799 BUSINESS PHONE: 7145661000 MAIL ADDRESS: STREET 1: 1600 E ST ANDREW PLACE CITY: SANTA ANA STATE: CA ZIP: 92799 SC 13G 1 dp04715_sc13g-mri.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
Ingram Micro Inc.

(Name of Issuer)
 
Class A Common Stock, par value $0.01

(Title of Class of Securities)
 
457153 10 4

(CUSIP Number)







CUSIP NO. 457153 10 4 13G Page 2 of 8
     
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Martha R . Ingram
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3 SEC USE ONLY


4 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER

831,983
6 SHARED VOTING POWER

19,099,259
7 SOLE DISPOSITIVE POWER

831,983
8 SHARED DISPOSITIVE POWER

19,099,259
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

19,931,242
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.8%
12 TYPE OF REPORTING PERSON

IN

 




 

CUSIP NO. 457153 10 4 13G Page 3 of 8
     
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

QTIP Marital Trust Created Under the E. Bronson Ingram Revocable Trust Agreement Dated January 4, 1995
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 
(b) 
3 SEC USE ONLY


4 CITIZENSHIP OR PLACE OF ORGANIZATION

Tennessee
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER

19,099,259
6 SHARED VOTING POWER

-0-
7 SOLE DISPOSITIVE POWER

19,099,259
8 SHARED DISPOSITIVE POWER

-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

19,099,259
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

11.3%
12 TYPE OF REPORTING PERSON

OO






CUSIP NO. 457153 10 4 13G Page 4 of 8
     
Item 1(a).

Name of Issuer:

   
 

Ingram Micro Inc. (the “Company”)

   
Item 1(b).

Address of Issuer’s Principal Executive Offices:

   
 

1600 E. St. Andrew Place
Santa Ana, CA 92705

   
Item 2(a).

Name of Person Filing:

   
 

Martha R. Ingram

QTIP Marital Trust Created Under the E. Bronson Ingram Revocable Trust Agreement Dated January 4, 1995 (“QTIP Trust”)

In accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each person filing this statement acknowledges that it is responsible for the completeness and accuracy of the information contained herein concerning that person but is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

   
Item 2(b).

Address of Principal Business Office or, if None, Residence:

   
 

The business address of Martha R. Ingram is c/o Ingram Industries Inc., One Belle Meade Place, 4400 Harding Road, Nashville, TN 37205.

The address of QTIP Trust is c/o Ingram Industries Inc., One Belle Meade Place, 4400 Harding Road, Nashville, TN 37205.

   
Item 2(c).

Citizenship:

   
 

Each of the persons filing this statement is a United States citizen, corporation or limited partnership organized under the laws of a state of the United States or a trust created or governed under the laws of a state of the United States.

   
Item 2(d).

Title of Class of Securities:

   
 

Class A Common Stock, par value $0.01 per share

   
Item 2(e).

CUSIP Number:

   
 

457153 10 4




CUSIP NO. 457153 10 4 13G Page 5 of 8
     

Item 3. Type of Reporting Person:
   
  N/A
   
Item 4. Ownership.
   
  Beneficial
Ownership at
12/31/06 (1) (2)
% of Common Stock
at 12/31/06 (2)
Martha R. Ingram 19,931,242 (3) (4) 11.8%
QTIP Trust 19,099,259 11.3%


  (1) Each person has sole voting and dispositive power with respect to the shares shown as beneficially owned, except as indicated below.
 
  (2) Pursuant to Rule 13d-3 promulgated under the Exchange Act, as used in this table, “beneficial ownership” means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of any security. A person is deemed as of any date to have “beneficial ownership” of any security that such person has a right to acquire within 60 days after such date. For purposes of calculating the ownership percentage of any person named above, any securities that any person other than such person has the right to acquire within 60 days of such date are not deemed to be outstanding.
 
  (3) Includes options exercisable for 96,149 shares of Common Stock held by Martha R. Ingram. Also includes the shares held by QTIP Trust, with respect to which Martha R. Ingram acts as a trustee and shares voting and dispositive power.
 
  (4) Excludes 131,000 shares of Common Stock held by Ingram Industries Inc. (the “Ingram Industries”). Martha R. Ingram is a principal stockholder of Ingram Industries, and may be deemed to be a beneficial owner of the shares held by Ingram Industries.
     
Item 5. Ownership of Five Percent or Less of a Class.
   
  N/A





CUSIP NO. 457153 10 4 13G Page 6 of 8
     

Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  N/A
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
   
  N/A
   
Item 8. Identification and Classification of Members of the Group.
   
  N/A
   
Item 9. Notice of Dissolution of Group.
   
  N/A
   
Item 10. Certifications.
   
  N/A





CUSIP NO. 457153 10 4 13G Page 7 of 8
     

SIGNATURE

     After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 12, 2007

LILY YAN AREVALO
 
For each of:
 
Martha R. Ingram
 
Martha R. Ingram as co-trustee for the QTIP
MARITAL TRUST CREATED UNDER THE
E. BRONSON INGRAM REVOCABLE
TRUST AGREEMENT DATED JANUARY 4, 1995
 
 
/s/ Lily Yan Arevalo

Name: Lily Yan Arevalo
Title: Attorney-in-Fact



 

CUSIP NO. 457153 10 4 13G Page 8 of 8
     
  Exhibit Index  
     
Exhibit    
     
1. Names of Reporting Persons  
     
2. Power of Attorney for (A) Martha R. Ingram and (B) QTIP Marital Trust Created Under the E. Bronson Ingram Revocable Trust Agreement Dated January 4, 1995  





EX-99.1 2 dp04715_ex01.htm

EXHIBIT 1

Names of Reporting Persons

1.      Martha R. Ingram
 
2.      QTIP Marital Trust Created Under the E. Bronson Ingram Revocable Trust Agreement Dated January 4, 1995
 




EX-99.2 3 dp04715_ex02.htm
EXHIBIT 2

Power of Attorney

     Know all men by these presents, that the undersigned hereby constitutes and appoints Lily Yan Arevalo, the undersigned’s true and lawful attorneys-in-fact to:

  1.      execute for and on behalf of the undersigned, in such undersigned’s capacity as a beneficial owner of stock of Ingram Micro Inc. (the "Company"), any Schedule 13G or Schedule 13D, or any amendment thereto (collectively, the "Schedules") in accordance with the Securities Exchange Act of 1934 and the rules thereunder;
 
  2.      do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules and timely file such Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
  3.      take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

     The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules with respect to the undersigned’s holdings of and transactions in securities issued by the Company,





unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

     By execution of this Power of Attorney, the undersigned hereby revokes any previous Power of Attorney executed in favor of any other entity or entities, person or persons for the purposes described herein.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 13th day of February, 2006.

   MARTHA R. INGRAM
     
By:  /s/ Martha R. Ingram  
 
  Martha R. Ingram
     
     
QTIP MARITAL TRUST CREATED UNDER
THE E. BRONSON
INGRAM REVOCABLE TRUST
AGREEMENT DATED JANUARY 4, 1995
     
By:  /s/ Martha R. Ingram  
 
  Name: Martha R. Ingram
  Title: Co-Trustee
     

 



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