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)
09/28/2013

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	12/10/2012		M4	24,204	A	$0.00	126,704	D
Class A Common Stock	12/27/2012		G	102,500	D	$0.00	24,204	D
Class A Common Stock	12/28/2012		G	24,204	D	$0.00	0	D
Class A Common Stock	07/01/2013		M4	170,000	A	$0.00	170,000	I	By Descendants Trust⁽¹⁾
Class A Common Stock	07/05/2013		G	170,000	D	$0.00	0	I	By Descendants Trust⁽¹⁾
Class A Common Stock							157,412	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 Comon Stock	⁽³⁾	11/14/2011		G5		680,000	⁽³⁾	⁽³⁾	Class A Common Stock	680,000	$0.00	0	I	By Irrevocable Trust⁽⁴⁾
Class B Common Stock	⁽³⁾	11/14/2011		G5	680,000		⁽³⁾	⁽³⁾	Class A Common Stock	680,000	$0.00	776,817⁽⁵⁾	I	By Marital Trust⁽⁶⁾
Class B Common Stock	⁽³⁾	12/10/2012		G		680,000	⁽³⁾	⁽³⁾	Class A Common Stock	680,000	$0.00	96,817	I	By Marital Trust⁽⁶⁾
Class B Common Stock	⁽³⁾	12/10/2012		G	170,000		⁽³⁾	⁽³⁾	Class A Common Stock	170,000	$0.00	300,874	D
Class B Common Stock	⁽³⁾	12/27/2012		G		170,000	⁽³⁾	⁽³⁾	Class A Common Stock	170,000	$0.00	130,874	D
Class B Common Stock	⁽³⁾	12/27/2012		G	170,000		⁽³⁾	⁽³⁾	Class A Common Stock	170,000	$0.00	170,000	I	By Descendants Trust⁽¹⁾
Class B Common Stock	⁽³⁾	12/27/2012		G		96,817	⁽³⁾	⁽³⁾	Class A Common Stock	96,817	$0.00	0	I	By Marital Trust⁽⁶⁾
Class B Common Stock	⁽³⁾	12/27/2012		G	24,204		⁽³⁾	⁽³⁾	Class A Common Stock	24,204	$0.00	155,078	D
Class B Common Stock	⁽³⁾	12/27/2012		4M		24,204	⁽³⁾	⁽³⁾	Class A Common Stock	24,204	$0.00	130,874	D
Class B Common Stock	⁽³⁾	04/08/2013		G		1,036,961	⁽³⁾	⁽³⁾	Class A Common Stock	1,036,961	$0.00	8,431,689	I	By Laura Ingle Trust⁽⁷⁾
Class B Common Stock	⁽³⁾	04/08/2013		G	1,036,961		⁽³⁾	⁽³⁾	Class A Common Stock	1,036,961	$0.00	1,036,961	I	By Marital Trust⁽⁶⁾
Class B Common Stock	⁽³⁾	05/30/2013		G		1,000,000	⁽³⁾	⁽³⁾	Class A Common Stock	1,000,000	$0.00	7,431,689	I	By Laura Ingle Trust⁽⁷⁾
Class B Common Stock	⁽³⁾	05/30/2013		G	1,000,000		⁽³⁾	⁽³⁾	Class A Common Stock	1,000,000	$0.00	2,036,961	I	By Marital Trust⁽⁶⁾
Class B Common Stock	⁽³⁾	06/19/2013		G		1,000,000	⁽³⁾	⁽³⁾	Class A Common Stock	1,000,000	$0.00	6,431,689	I	By Laura Ingle Trust⁽⁷⁾
Class B Common Stock	⁽³⁾	06/19/2013		G	1,000,000		⁽³⁾	⁽³⁾	Class A Common Stock	1,000,000	$0.00	3,036,961	I	By Marital Trust⁽⁶⁾
Class B Common Stock	⁽³⁾	06/26/2013		4D⁽⁸⁾		1,500,000	⁽³⁾	⁽³⁾	Class A Common Stock	1,500,000	$24.75	4,931,689⁽⁸⁾	I	By Laura Ingle Trust⁽⁷⁾
Class B Common Stock	⁽³⁾	07/01/2013		4M		170,000	⁽³⁾	⁽³⁾	Class A Common Stock	170,000	$0.00	0	I	By Descendants Trust⁽¹⁾
Class B Common Stock	⁽³⁾						⁽³⁾	⁽³⁾	Class A Common Stock	777,000		519,525	I	By Profit Sharing Plan Trust⁽²⁾
Class B Common Stock	⁽³⁾						⁽³⁾	⁽³⁾	Class A Common Stock	24,076		24,076	I	See Footnote⁽⁹⁾

Explanation of Responses:

1. The shares are held by Robert P. Ingle II Descendants Trust dated December 10, 2012 (the "Descendants Trust"). The reporting person's spouse and mother are the trustees of the Descendants Trust with voting and dispositive power with respect to such shares.

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 are held by Robert Pierce Ingle 2011 Irrevocable Trust (the "Irrevocable Trust"), which was created by Robert P. Ingle, Sr. for estate planning purposes on February 15, 2011. The reporting person is the sole trustee of the Irrevocable Trust with sole voting and dispositive power with respect to such shares.

5. Includes 96,817 shares not previously reported as held by the Marital Trust (as defined herein).

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 Laura Anne Laxton Ingle 2011 Irrevocable Trust dated September 8, 2011 (the "Laura Ingle Trust"), which was created by Laura Ingle, the reporting person's mother, 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.

8. This transaction was incorrectly reported on the Reporting Person's Form 4 filed on June 28, 2013 as a disposition by the Irrevocable Trust instead of a disposition by the Laura Ingle Trust.

9. These 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	11/12/2013
	** 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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