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INGLES MARKETS INC Director's Dealing 2008

May 21, 2008

32025_dirs_2008-05-21_09ecceda-ff55-4736-ae53-b66efd412f0f.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INGLES MARKETS INC (IMKTA)
CIK: 0000050493
Period of Report: 2008-05-19

Reporting Person: Freeman Ronald B (Director, Chief Financial Officer, Profit Sharing Plan Trustee)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-05-19 Class A Common Stock J 1000 $24.37 Disposed 1017000 Indirect
2008-05-19 Class A Common Stock J 1000 $24.39 Disposed 1016000 Indirect
2008-05-19 Class A Common Stock J 1000 $24.4195 Disposed 1015000 Indirect
2008-05-19 Class A Common Stock J 1000 $24.4206 Disposed 1014000 Indirect
2008-05-19 Class A Common Stock J 1000 $24.424 Disposed 1013000 Indirect
2008-05-19 Class A Common Stock J 919 $24.4254 Disposed 1012081 Indirect
2008-05-19 Class A Common Stock J 600 $24.4583 Disposed 1011481 Indirect
2008-05-19 Class A Common Stock J 1081 $24.4687 Disposed 1010400 Indirect
2008-05-19 Class A Common Stock J 400 $24.5124 Disposed 1010000 Indirect
2008-05-19 Class A Common Stock J 1500 $24.514 Disposed 1008500 Indirect
2008-05-19 Class A Common Stock J 1500 $24.59 Disposed 1007000 Indirect
2008-05-19 Class A Common Stock J 1000 $24.624 Disposed 1006000 Indirect

Footnotes

F1: The reported transactions constitute sales of Class A Common Stock to meet the liquidity needs of the Ingles Markets Investment/Profit Sharing Plan (the "Plan") for making distributions to Plan participants. The number of shares reported as sold and as beneficially owned reflect the total number of shares sold or owned by the Plan for the benefit of all Plan participants. The reporting person is a trustee of the Plan. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his or her pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose except to the extent of his or her pecuniary interest therein.

F2: Mr. Freeman directly held 2,074 shares of Class A Common Stock on May 19, 2008.