INGLES MARKETS INC — Director's Dealing 2011

Sep 26, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: INGLES MARKETS INC (IMKTA)
CIK: 0000050493
Period of Report: 2011-09-24

Reporting Person: INGLE ROBERT P II (Director, Chairman & CEO, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-18	Class B Common Stock	$	G	680000	Acquired		Class A Common Stock (680000)	Indirect
2011-03-06	Class B Common Stock	$	W	9468650	Acquired		Class A Common Stock (9468650)	Indirect
2011-09-01	Class B Common Stock	$	G	950000	Disposed		Class A Common Stock (950000)	Indirect
2011-09-08	Class B Common Stock	$	G	950000	Acquired		Class A Common Stock (950000)	Indirect
2011-09-22	Class B Common Stock	$	G	8518650	Disposed		Class A Common Stock (8518650)	Indirect
2011-09-22	Class B Common Stock	$	G	8518650	Acquired		Class A Common Stock (8518650)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	102500	Direct
Class A Common Stock	113800	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (777000)	777000	Indirect
Class B Common Stock	$		Class A Common Stock (133474)	133474	Direct
Class B Common Stock	$		Class A Common Stock (21476)	21476	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.