SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Berry Ray D

(Last)

(First)

(Middle)

C/O THE FRESH MARKET, INC.

628 GREEN VALLEY ROAD, SUITE 500

(Street)

GREENSBORO

27408

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/04/2010

3. Issuer Name and Ticker or Trading Symbol
Fresh Market, Inc. [ TFM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,190,843	I	By the Paiko Trust⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Call Options (Obligations to Sell)	⁽²⁾	⁽³⁾	Common Stock	599,888	$6.73	D
Call Options (Obligations to Sell)	⁽⁴⁾	⁽³⁾	Common Stock	1,559,707	$6.73	D

Explanation of Responses:

1. Reporting person is trustee and beneficiary.

2. These options fully vest and become exercisable upon the earliest of (i) July 16, 2019, (ii) a sale of all or substantially all of company's assets or equity, (iii) the consummation of an initial public offering, and (iv) the date on which the option holder's employment with the company ends because of death or disability. The options also vest pro rata in the event of a partial sale of company by the company's current stockholders in proportion to the amount of common stock sold by the company's current stockholders. The terms of these options are expected to be amended such that, if the company's currently contemplated initial public offering is consummated, the option holder will be able to sell shares in such offering.

3. These options expire upon cessation of the option holder's employment with the company for any reason other than because of death or disability. The terms of the options stipulate that they are forfeited if they are not exercised within 60 days following any vesting event.

4. These options fully vest and become exercisable upon the earliest of (i) July 20, 2019, (ii) a sale of all or substantially all of company's assets or equity, (iii) the consummation of an initial public offering, and (iv) the date on which the option holder's employment with the company ends because of death or disability. The options also vest pro rata in the event of a partial sale of company by the company's current stockholders in proportion to the amount of common stock sold by the company's current stockholders. The terms of these options are expected to be amended such that, if the company's currently contemplated initial public offering is consummated, the option holder will be able to sell shares in such offering.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Eric Hardin, attorney-in-fact	11/04/2010
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.