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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options to purchase | $ 40.98 | 03/18/2015 | A | 3,849 | (2) | (3) | Common stock | 3,849 | $ 0 | 28,258 | D | ||||
| Restricted stock units (RSUs) | (4) | 03/18/2015 | A | 1,756 | (5) | (5) | Common stock | 1,756 | $ 0 | 4,322 (6) | D | ||||
| Performance shares | (7) | 03/18/2015 | D(8) | 1,192 (9) | (7) | (7) | Common stock | 1,192 (9) | $ 0 | 0 (10) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Short Jeffrey B. 628 GREEN VALLEY ROAD SUITE 500 GREENSBORO, NC 27408 |
VP-Controller (PAO) | |||
| /s/ Eric Hardin, attorney-in-fact | 03/20/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | This acquisition was made pursuant to The Fresh Market, Inc. Employee Stock Purchase Plan |
| (2) | Options vest in 25% increments on each of the first four anniversaries of the grant date, provided that the holder remains employed by The Fresh Market, Inc. or its affiliates through the relevant vesting date, subject to provisions for termination for cause, retirement, death, disability, and change of control. |
| (3) | The options expire upon the earlier of (a) the tenth anniversary of the date of grant and (b) three months after the holder of the option terminates employment with The Fresh Market, Inc. or its affiliates, subject to provisions for termination for cause, retirement, death, disability, and change of control. |
| (4) | Each RSU represents the right to receive one share of common stock of The Fresh Market, Inc. on the vesting date, provided that the holder of the RSU remains employed by The Fresh Market, Inc. or its affiliates through the relevant vesting date, subject to provisions for death, disability, retirement, and change of control. RSUs include the right to have shares withheld to satisfy tax withholding obligations upon vesting. |
| (5) | 878 RSUs will vest in 25% increments on the first, second, third and fourth anniversaries of the grant date, and 878 additional RSUs will vest on the third anniversary of the grant date, provided in each case that the holder of the RSUs remains employed by The Fresh Market, Inc. or its affiliates through the relevant vesting date, subject to provisions for death, disability, retirement, and change of control. |
| (6) | Includes only RSUs; other derivative securities reported separately. |
| (7) | Each performance share represents the contingent right to receive one share of common stock of The Fresh Market, Inc. in the event that a performance goal is satisfied. This goal is based on the Company's cumulative earnings per share, on an excluded items basis, over a three year performance period ending January 25, 2015. The performance goal was not satisfied by the end date, as defined in the Performance Share Award Agreement attached as Exhibit 10.1 to the Form 8-K filed by The Fresh Market, Inc. on March 21, 2012 ("Performance Share Award Agreement"), and the performance shares were forfeited as of March 18, 2015. |
| (8) | Under the terms of the Performance Share Award Agreement, the performance shares were forfeited as of March 18, 2015, without converting to common stock. |
| (9) | Represents the maximum number of shares under the Performance Share Award Agreement. |
| (10) | Total refers to performance shares; excludes other derivative securities beneficially owned as previously disclosed by the Reporting Person. |