sc13g.htm
 

 

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