SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

The Fresh Market, Inc.

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

35804H106

(CUSIP Number)

December 31, 2010

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨           Rule 13d-1(b)

¨           Rule 13d-1(c)

þ           Rule 13d-1(d)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 35804H106 13G

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ray Berry
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)    ¨ (b)    þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
		6	SHARED VOTING POWER 32,114,3711
		7	SOLE DISPOSITIVE POWER
		8	SHARED DISPOSITIVE POWER 32,114,371
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,114,371
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) NOT APPLICABLE
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 66.9%2
12	TYPE OF REPORTING PERSON (See Instructions) IN

1  Includes 7,969,675 shares held of record by the Paiko Trust, as to which Mr. Berry is trustee and has voting and investment power.

 

2  The percent ownership is calculated based upon an aggregate of 47,991,045 shares outstanding as reported in The Fresh Market, Inc.’s prospectus filed under Rule 424(b) under the Securities Act of 1933, as amended, on November 5, 2010.

CUSIP No. 35804H106 13G

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brett Berry
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)    ¨ (b)    þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
		6	SHARED VOTING POWER 32,114,3713
		7	SOLE DISPOSITIVE POWER
		8	SHARED DISPOSITIVE POWER 32,114,371
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,114,371
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) NOT APPLICABLE
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 66.9%4
12	TYPE OF REPORTING PERSON (See Instructions) IN

3  Includes 2,415,585 shares held of record by the Gibson Trust, as to which Mr. Berry is trustee and has voting and investment power, 1,096,824 shares held of record by the Jenner Trust, as to which he has voting and investment power as special holdings adviser and 4,258,452 shares held of record by the Floyd Trust, as to which he has voting and investment power as special holdings adviser.

 

4  The percent ownership is calculated based upon an aggregate of 47,991,045 shares outstanding as reported in The Fresh Market, Inc.’s prospectus filed under Rule 424(b) under the Securities Act of 1933, as amended, on November 5, 2010.

CUSIP No. 35804H106 13G

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael Barry
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)    ¨ (b)    þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
		6	SHARED VOTING POWER 32,114,3715
		7	SOLE DISPOSITIVE POWER
		8	SHARED DISPOSITIVE POWER 32,114,371
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,114,371
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) NOT APPLICABLE
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 66.9%6
12	TYPE OF REPORTING PERSON (See Instructions) IN

5  Includes 1,093,279 shares held of record by the Unger Trust, as to which Mr. Barry has voting and investment power as special holdings adviser, 4,242,379 shares held of record by the Keigan Trust, as to which he has voting and investment power as special holdings adviser, 2,785,008 shares held of record by the Rossler Trust, as to which he has voting and investment power as special holdings adviser, 1,236,206 shares held of record by the Lerra Trust, as to which he has voting and investment power as special holdings adviser and is co-trustee, 1,236,206 shares held of record by the Farra Trust, as to which he has voting and investment power as special holdings adviser and is co-trustee, and 1,236,206 shares held of record by the Caito Trust, as to which he has voting and investment power as special holdings adviser and is co-trustee.

 

6  The percent ownership is calculated based upon an aggregate of 47,991,045 shares outstanding as reported in The Fresh Market, Inc.’s prospectus filed under Rule 424(b) under the Securities Act of 1933, as amended, on November 5, 2010.

CUSIP No. 35804H106 13G

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amy Barry
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)    ¨ (b)    þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
		6	SHARED VOTING POWER 32,114,3717
		7	SOLE DISPOSITIVE POWER
		8	SHARED DISPOSITIVE POWER 32,114,371
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,114,371
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) NOT APPLICABLE
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 66.9%8
12	TYPE OF REPORTING PERSON (See Instructions) IN

7  Includes 1,780,037 shares held of record by the Atma Trust as to which Ms. Barry is trustee and has voting and investment power.

8  The percent ownership is calculated based upon an aggregate of 47,991,045 shares outstanding as reported in The Fresh Market, Inc.’s prospectus filed under Rule 424(b) under the Securities Act of 1933, as amended, on November 5, 2010.

CUSIP No. 35804H106 13G

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Winston Berry
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)    ¨ (b)    þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
		6	SHARED VOTING POWER 32,114,3719
		7	SOLE DISPOSITIVE POWER
		8	SHARED DISPOSITIVE POWER 32,114,371
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,114,371
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) NOT APPLICABLE
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 66.9%10
12	TYPE OF REPORTING PERSON (See Instructions) IN

9  Includes 1,382,257 shares held of record by the Tuttle Trust, as to which Ms. Berry is co- trustee along with J.P. Morgan Trust Company of Delaware and as to which she has voting and investment power as special holdings adviser, and 1,382,257 shares of record held by the Millard Trust, as to which she is co-trustee along with J.P. Morgan Trust Company of Delaware and as to which she has voting and investment power as special holdings adviser.

                10 The percent ownership is calculated based upon an aggregate of 47,991,045 shares outstanding as reported in The Fresh Market, Inc.’s prospectus filed under Rule 424(b) under the Securities Act of 1933, as amended, on November 5, 2010.

Item 1.                       

(a)           Name of Issuer:

The Fresh Market, Inc.

(b)           Address of Issuer’s Principal Executive Offices:

628 Green Valley Road

Suite 500

Greensboro, North Carolina 27408

Item 2.

(a)           Name of Persons Filing:

Ray Berry

Brett Berry

Michael Barry

Amy Barry

Winston Berry

(b)           Address of Principal Business Office or, if none, Residence for each of the reporting persons:

c/o: The Fresh Market, Inc.

628 Green Valley Road

Suite 500

Greensboro, North Carolina 27408

(c)           Citizenship of each of the reporting persons:  United States

(d)           Title of Class of Securities:  Common Stock, par value $0.01 per share

(e)           CUSIP Number: 35804H106

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

Item 4. Ownership

The information in Item 1 and Items 5 though 11 on the cover pages of this Schedule 13G is incorporated herein by reference.

Item 5. Ownership of Five Percent or Less of a Class.

NOT APPLICABLE

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

NOT APPLICABLE

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

NOT APPLICABLE

Item 8. Identification and Classification of Members of the Group.

Ray Berry, Brett Berry, Michael Barry, Amy Barry and Winston Berry are making this single, joint filing pursuant to Rule 13d-1(k) of the Act because each of them is reporting as to the beneficial ownership of the same securities and because they constitute a "group" within the meaning of Section 13(d)(3) of the Act. The members of this group are set forth as reporting persons on Schedule 13G.

Item 9. Notice of Dissolution of Group.

NOT APPLICABLE

Item 10. Certification.

NOT APPLICABLE

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 4, 2011

By:	/s/ Ray Berry
	Name:	Ray Berry
By:	/s/ Brett Berry
	Name:	Brett Berry
By:	/s/ Michael Barry
	Name:	Michael Barry
By:	/s/ Amy Barry
	Name:	Amy Barry
By:	/s/ Winston Berry
	Name:	Winston Berry

EX-99.1

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G or, to the extent required by applicable law, Schedule 13D with respect to the Common Stock, par value $0.01 per share, of The Fresh Market, Inc., a Delaware corporation, beneficially owned by them on a combined basis, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. The undersigned further agree that any amendments to such statement on Schedule 13G or, if applicable, Schedule 13D shall be filed jointly on behalf of each of them without the necessity of entering into additional joint filing agreements.

The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13G or, to the extent required by applicable law, Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

The undersigned shall not be deemed to admit that the undersigned was required to file a statement on Schedule 13G or Schedule 13D by reason of entering into this Joint Filing Agreement.

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of this 4th day of February, 2011.

By:	/s/ Ray Berry
	Name:	Ray Berry
By:	/s/ Brett Berry
	Name:	Brett Berry
By:	/s/ Michael Barry
	Name:	Michael Barry
By:	/s/ Amy Barry
	Name:	Amy Barry
By:	/s/ Winston Berry
	Name:	Winston Berry

[Signature Page to Joint Filing Agreement]