Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Duggan Scott F.
  2. Issuer Name and Ticker or Trading Symbol
Fresh Market, Inc. [TFM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
SVP General Counsel
(Last)
(First)
(Middle)
628 GREEN VALLEY ROAD, SUITE 500
3. Date of Earliest Transaction (Month/Day/Year)
04/22/2016
(Street)

GREENSBORO, NC 27408
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common stock 04/22/2016   U(1)(2)   8,600 D $ 28.5 0 D  
Common stock (3) 04/27/2016   D(4)   660 D $ 28.5 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to purchase $ 22 04/27/2016   D(5)     21,840   (6)   (7) Common stock 21,840 (5) 0 D  
Options to purchase $ 18.69 04/27/2016   D(5)     15,867   (8)   (9) Common stock 15,867 (5) 0 D  
Restricted stock units (10) 04/27/2016   D(11)     1,722   (12)   (12) Common stock 1,722 $ 28.5 0 D  
Restricted stock units (10) 04/27/2016   D(11)     2,204   (13)   (13) Common stock 2,204 $ 28.5 0 D  
Restricted stock units (10) 04/27/2016   D(11)     2,938 02/04/2018 02/04/2018 Common stock 2,938 $ 28.5 0 D  
Restricted stock units (10) 04/27/2016   D(11)     16,576 12/02/2017 12/02/2017 Common stock 16,576 $ 28.5 0 D  
Restricted stock units (10) 04/27/2016   D(11)     6,019   (14)   (14) Common stock 6,019 $ 28.5 0 D  
Performance stock units (15) 04/27/2016   D(16)     8,025   (17)   (17) Common stock 8,025 (16) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Duggan Scott F.
628 GREEN VALLEY ROAD
SUITE 500
GREENSBORO, NC 27408
      SVP General Counsel  

Signatures

 /s/ Eric Hardin, attorney-in-fact   04/27/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Pursuant to the terms of the Agreement and Plan of Merger, dated March 11, 2016, by and among The Fresh Market, Inc., Pomegranate Holdings, Inc., and Pomegranate Merger Sub, Inc. (the "Merger Agreement"), each outstanding share of common stock of The Fresh Market, Inc. at the Effective Time as defined in the Merger Agreement (the "Effective Time") was converted automatically into the right to receive $28.50 per share, in cash, without interest (the "Merger Consideration").
(2) On March 25, 2016, Pomegranate Merger Sub, Inc. made an offer to purchase each outstanding share of The Fresh Market, Inc.'s common stock for the Merger Consideration (the "Offer"). The shares shown on this line were tendered in the Offer.
(3) Represents shares of restricted stock issued under The Fresh Market, Inc. 2010 Omnibus Incentive Compensation Plan.
(4) Pursuant to the terms of the Merger Agreement, each share of restricted stock outstanding immediately prior to the Effective Time was converted into the right to receive the Merger Consideration.
(5) Pursuant to the Merger Agreement, each option to purchase shares of common stock of The Fresh Market, Inc. (each, a "Company Stock Option"), whether vested or unvested, was, as of the Effective Time, canceled and the holder thereof became entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment equal to the product of (i) the number of shares of common stock for which such Company Stock Option has not been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option.
(6) The options were granted on November 4, 2010 and vested and became exercisable in 25% increments on the first four anniversaries of the grant date.
(7) The options expire upon the earlier of (a) the tenth anniversary of the date of grant; (b) if the holder's employment with The Fresh Market, Inc. is terminated for Cause as defined in the Option Award Agreement, the date of termination; or (c) if the holder's employment terminates for any other reason, the date that is three months after the date of termination.
(8) The options were granted on February 3, 2016 and vest and become exercisable in 25% increments on the first four anniversaries of the grant date.
(9) The options expire upon the earlier of (a) the tenth anniversary of the date of grant; (b) if the holder's employment with The Fresh Market, Inc. is terminated for Cause as defined in the Option Award Agreement, the date of termination; or (c) if the holder's employment terminates for any other reason, the date that is three months after the date of termination, subject to provisions for death, disability, and retirement.
(10) Each restricted stock unit ("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. through the relevant vesting date, subject to accelerated vesting provisions for death, disability, retirement, and change of control.
(11) Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the Effective Time was canceled and the holder thereof became entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment equal to the Merger Consideration.
(12) The RSUs were granted on March 27, 2014 and vest in 25% increments on the first four anniversaries of the grant date.
(13) The RSUs were granted on February 4, 2015 and vest in 25% increments on the first four anniversaries of the grant date.
(14) The RSUs were granted on February 3, 2016 and vest in 25% increments on the first four anniversaries of the grant date.
(15) Each performance share unit ("PSU") represents the contingent right to receive, on the vesting date, one share of common stock of The Fresh Market, Inc. to the extent that a performance goal is satisfied. The number of PSUs stated on this line represents the target number of shares of common stock that may be received; the actual number of shares may be higher or lower than the target depending on the extent to which the threshold and target performance goals are met or exceeded. The performance goal is based on The Fresh Market, Inc.'s financial performance over a one-year performance period ending January 29, 2017.
(16) Pursuant to the Merger Agreement, each PSU granted in calendar year 2016 was canceled and the holder thereof became entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, a lump-sum cash payment equal to the greater of (i) the product of (A) target amount of shares of common stock that may be received and (B) the Merger Consideration (such product, the "Target Level Amount") or (ii) the product of (A) the number of shares of common stock that would be earned based on the financial results for the fiscal quarters completed prior to the Effective Time, as measured against prorated performance goals for the period from the beginning of the performance period through the last day of the most recently completed fiscal quarter prior to the Effective Time and (B) the Merger Consideration. In this case, the holder became entitled to the Target Level Amount.
(17) The PSUs vest and convert to common stock as of January 27, 2019, provided that the holder remains employed by The Fresh Market, Inc. or its affiliates through such date, subject to provisions for death, disability, retirement, and change of control.

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