TFM / Fresh Market Holdings Inc (The) - Документы SEC, Годовой отчет, Доверенное заявление

Fresh Market Holdings Inc (The)
US ˙ NASDAQ ˙ US35804H1068
ЭТОТ СИМВОЛ БОЛЬШЕ НЕ АКТИВЕН

Основная статистика
LEI 529900QM5ZSBEBR6CS58
CIK 1489979
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Fresh Market Holdings Inc (The)
SEC Filings (Chronological Order)
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May 9, 2016 15-12B

Fresh Market 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 1-34940 The Fresh Market, Inc. (Exact name of registrant as specifie

April 27, 2016 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE FRESH MARKET, INC. (a Delaware corporation) ARTICLE I

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE FRESH MARKET, INC. (a Delaware corporation) ARTICLE I The name of the Corporation is THE FRESH MARKET, INC. ARTICLE II The address of the Corporation?s registered office in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, 19801. The registered agent of the Company for

April 27, 2016 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2016 (April 22, 2016) THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware 1-34940 56-1311233 (State or other jurisdiction of incorporation

April 27, 2016 S-8 POS

Fresh Market S-8 POS

S-8 POS 1 d188224ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 27, 2016 Registration No. 333-170414 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware 56-1311233 (State or

April 27, 2016 EX-3.2

SECOND AMENDED AND RESTATED BY-LAWS The Fresh Market, Inc. (A Delaware corporation) ARTICLE 1 DEFINITIONS

Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS of The Fresh Market, Inc. (A Delaware corporation) ARTICLE 1 DEFINITIONS As used in these By-laws, unless the context otherwise requires, the term: 1.1 ?Assistant Secretary? means an Assistant Secretary of the Corporation. 1.2 ?Assistant Treasurer? means an Assistant Treasurer of the Corporation. 1.3 ?Board? means the Board of Directors of the Corpor

April 27, 2016 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2016 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-34940 (Commission File Number) 5

April 27, 2016 POSASR

Fresh Market POSASR

POSASR As filed with the Securities and Exchange Commission on April 27, 2016 Registration No.

April 27, 2016 EX-2.1

AGREEMENT AND PLAN OF MERGER By and Among POMEGRANATE HOLDINGS, INC., POMEGRANATE MERGER SUB, INC. THE FRESH MARKET, INC. Dated as of March 11, 2016

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among POMEGRANATE HOLDINGS, INC., POMEGRANATE MERGER SUB, INC. and THE FRESH MARKET, INC. Dated as of March 11, 2016 TABLE OF CONTENTS Page ARTICLE I The Transactions SECTION 1.01. The Offer 2 SECTION 1.02. Company Actions 5 SECTION 1.03. The Merger 6 SECTION 1.04. Closing 6 SECTION 1.05. Effective Time 7 SECTION 1.06. Merger Without Meeting of Stock

April 27, 2016 EX-99.1

Certain Funds Affiliated with Apollo Global Management Announce Completion of the Acquisition of The Fresh Market, Inc.

Exhibit 99.1 FOR IMMEDIATE RELEASE Certain Funds Affiliated with Apollo Global Management Announce Completion of the Acquisition of The Fresh Market, Inc. NEW YORK, NY ? April 27, 2016 ? Certain funds affiliated with Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries, ?Apollo?), a leading global alternative investment manager, today announced the successful comp

April 22, 2016 EX-99.(A)(1)(H)

Certain Funds Affiliated with Apollo Global Management Announce Successful Tender Offer for The Fresh Market, Inc.

Exhibit (a)(1)(H) FOR IMMEDIATE RELEASE Certain Funds Affiliated with Apollo Global Management Announce Successful Tender Offer for The Fresh Market, Inc.

April 22, 2016 SC 14D9/A

Fresh Market 4D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 7) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 THE FRESH MARKET, INC. (Name of Subject Company) THE FRESH MARKET, INC. (Names of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 3

April 22, 2016 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) The Fresh Market, Inc. (Name of Subject Company (is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) The Fresh Market, Inc. (Name of Subject Company (issuer)) Pomegranate Merger Sub, Inc. (Name of Filing Persons (offeror)) a wholly owned subsidiary of Pomegranate Holdings, Inc. (Name of Filing Persons

April 19, 2016 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2016 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-34940 (Commission File Number) 5

April 15, 2016 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) The Fresh Market, Inc. (Name of Subject Company (Is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) The Fresh Market, Inc. (Name of Subject Company (Issuer)) Pomegranate Merger Sub, Inc. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of Pomegranate Holdings, Inc. (Name of Filing Persons

April 15, 2016 SC 14D9/A

Fresh Market 4D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 6) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 THE FRESH MARKET, INC. (Name of Subject Company) THE FRESH MARKET, INC. (Names of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 3

April 13, 2016 SC 14D9/A

Fresh Market AMENDMENT NO. 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 5) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 THE FRESH MARKET, INC. (Name of Subject Company) THE FRESH MARKET, INC. (Names of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 3

April 11, 2016 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) The Fresh Market, Inc. (Name of Subject Company (Is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) The Fresh Market, Inc. (Name of Subject Company (Issuer)) Pomegranate Merger Sub, Inc. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of Pomegranate Holdings, Inc. (Name of Filing Persons

April 11, 2016 SC 14D9/A

Fresh Market AMENDMENT NO. 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 4) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 THE FRESH MARKET, INC. (Name of Subject Company) THE FRESH MARKET, INC. (Names of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 3

April 5, 2016 EX-99.(A)(5)(I)

On April 5, 2016, The Fresh Market, Inc. provided the following information in letters sent to its employees, to the extent such information was applicable to the employees who received such letters:

Exhibit (a)(5)(I) On April 5, 2016, The Fresh Market, Inc. provided the following information in letters sent to its employees, to the extent such information was applicable to the employees who received such letters: Dear Equity Award Holder: As previously announced, The Fresh Market, Inc. (the “ Company”) and an affiliate of Apollo Global Management, LLC (together with its consolidated subsidiar

April 5, 2016 SC 14D9/A

Fresh Market 4D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 THE FRESH MARKET, INC. (Name of Subject Company) THE FRESH MARKET, INC. (Names of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 3

April 4, 2016 SC 14D9/A

Fresh Market 4D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 THE FRESH MARKET, INC. (Name of Subject Company) THE FRESH MARKET, INC. (Names of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 3

March 31, 2016 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) The Fresh Market, Inc. (Name of Subject Company (Is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) The Fresh Market, Inc. (Name of Subject Company (Issuer)) Pomegranate Merger Sub, Inc. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of Pomegranate Holdings, Inc. (Name of Filing Persons

March 31, 2016 SC 14D9/A

Fresh Market 4D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 THE FRESH MARKET, INC. (Name of Subject Company) THE FRESH MARKET, INC. (Names of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 3

March 25, 2016 EX-99.(A)(5)

Certain Funds Affiliated with Apollo Global Management Announce Commencement of Tender Offer for All Outstanding Shares of The Fresh Market

Exhibit (a)(5) FOR IMMEDIATE RELEASE Certain Funds Affiliated with Apollo Global Management Announce Commencement of Tender Offer for All Outstanding Shares of The Fresh Market NEW YORK, NY ? March 25, 2016 ? Certain funds affiliated with Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries, ?Apollo?) announced the commencement of a cash tender offer to purchase all of the outstanding shares of common stock of The Fresh Market, Inc.

March 25, 2016 EX-99.(D)(5)

ROLLOVER, CONTRIBUTION AND EXCHANGE AGREEMENT

EX-99.(D)(5) 14 d166384dex99d5.htm EX-99.(D)(5) Exhibit (d)(5) Execution Version ROLLOVER, CONTRIBUTION AND EXCHANGE AGREEMENT THE SECURITIES SUBSCRIBED FOR HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT IN ACCORDANCE WITH THE STOCKHOLDERS’ AGREEMENT (AS DEFINED BELOW) AND AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (TH

March 25, 2016 EX-99.(D)(6)

SUPPORT AGREEMENT

EX-99.(D)(6) 15 d166384dex99d6.htm EX-99.(D)(6) Exhibit (d)(6) Execution Version SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of March 12, 2016, is entered into by and among Pomegranate Holdings, Inc., a Delaware corporation (“Parent”), Pomegranate Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”) and each of the stockholders o

March 25, 2016 SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 The Fresh Market, Inc. (Name of Subject Company (Issuer)) Pomegranate

SC TO-T 1 d166384dsctot.htm SCHEDULE TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 The Fresh Market, Inc. (Name of Subject Company (Issuer)) Pomegranate Merger Sub, Inc. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of Pomegranate Holdings, Inc.

March 25, 2016 EX-99.(A)(1)(E)

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock THE FRESH MARKET, INC. $28.50 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase dated March 25, 2016 POMEGRANATE MERGER SUB, INC. a wholly owned subsidiary of POMEGRANATE HOLDIN

EX-99.(A)(1)(E) 6 d166384dex99a1e.htm EX-99.(A)(1)(E) Exhibit (a)(1)(E) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of THE FRESH MARKET, INC. at $28.50 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase dated March 25, 2016 by POMEGRANATE MERGER SUB, INC. a wholly owned subsidiary of POMEGRANATE HOLDINGS, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGH

March 25, 2016 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY for Tender of Shares of Common Stock THE FRESH MARKET, INC. $28.50 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase, dated March 25, 2016 POMEGRANATE MERGER SUB, INC. a wholly owned subsidiary of POMEGRANATE HOLD

EX-99.(A)(1)(C) 4 d166384dex99a1c.htm EX-99.(A)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY for Tender of Shares of Common Stock of THE FRESH MARKET, INC. at $28.50 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase, dated March 25, 2016 by POMEGRANATE MERGER SUB, INC. a wholly owned subsidiary of POMEGRANATE HOLDINGS, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNI

March 25, 2016 EX-99.(A)(1)(A)

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock THE FRESH MARKET, INC. $28.50 PER SHARE, NET IN CASH POMEGRANATE MERGER SUB, INC. a wholly owned subsidiary of POMEGRANATE HOLDINGS, INC.

EX-99.(A)(1)(A) 2 d166384dex99a1a.htm EX-99.(A)(1)(A) Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of THE FRESH MARKET, INC. at $28.50 PER SHARE, NET IN CASH by POMEGRANATE MERGER SUB, INC. a wholly owned subsidiary of POMEGRANATE HOLDINGS, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON APRIL 21, 2

March 25, 2016 EX-99.(A)(1)(B)

LETTER OF TRANSMITTAL

EX-99.(A)(1)(B) 3 d166384dex99a1b.htm EX-99.(A)(1)(B) LETTER OF TRANSMITTAL Exhibit (a)(1)(B) to Tender Shares of Common Stock of THE FRESH MARKET, INC. at $28.50 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase dated March 25, 2016 by POMEGRANATE MERGER SUB, INC. a wholly owned subsidiary of POMEGRANATE HOLDINGS, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK

March 25, 2016 SC 14D9

Fresh Market SCHEDULE 14D-9

Schedule 14D-9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 25, 2016 EX-99.(A)(1)(G)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated March 25, 2016, and the related Letter of Transmittal and

EX-99.(A)(1)(G) 7 d166384dex99a1g.htm EX-99.(A)(1)(G) Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated March 25, 2016, and the related Letter of Transmittal and any amendments or supplements thereto. The Offeror (as defined below) is not a

March 25, 2016 EX-99.(D)(2)

Apollo Investment Fund VIII, L.P. Apollo Overseas Partners (Delaware 892) VIII, L.P. Apollo Overseas Partners (Delaware) VIII, L.P. Apollo Overseas Partners VIII, L.P. One Manhattanville Road Suite 201 Purchase, NY 10577

Exhibit(d)(2) Execution Version Apollo Investment Fund VIII, L.P. Apollo Overseas Partners (Delaware 892) VIII, L.P. Apollo Overseas Partners (Delaware) VIII, L.P. Apollo Overseas Partners VIII, L.P. One Manhattanville Road Suite 201 Purchase, NY 10577 March 11, 2016 Pomegranate Holdings, Inc. c/o Apollo Management VIII, L.P. 9 West 57th Street, 43rd Floor New York, New York 10019 Re: The Fresh Ma

March 25, 2016 EX-99.(B)(2)

ADDITIONAL INITIAL LENDER AGREEMENT

Exhibit (b)(2) EXECUTION VERSION ADDITIONAL INITIAL LENDER AGREEMENT This agreement (this ?Additional Initial Lender Agreement?), dated as of March 16, 2016, is by and between Pomegranate Holdings, Inc.

March 25, 2016 EX-99.(D)(3)

LIMITED GUARANTEE

Exhibit(d)(3) Execution Version LIMITED GUARANTEE Limited Guarantee, dated as of March 11, 2016 (this ?Limited Guarantee?), by each of the parties listed on Exhibit A attached hereto (each, a ?Guarantor? and collectively, the ?Guarantors?), in favor of The Fresh Market, Inc.

March 25, 2016 EX-99.(B)(1)

Project Crisp $100 million Senior Secured Superpriority Revolving Facility $800 million Senior Secured Bridge Facility Commitment Letter

EX-99.(B)(1) 9 d166384dex99b1.htm EX-99.(B)(1) Exhibit(b)(1) EXECUTION VERSION BARCLAYS ROYAL BANK OF CANADA 745 Seventh Avenue RBC CAPITAL MARKETS, LLC New York, New York 10019 200 Vesey Street New York, New York 10281 JEFFERIES FINANCE LLC MIHI LLC 520 Madison Avenue MACQUARIE CAPITAL (USA) INC. New York, New York 10022 125 West 55th Street New York, New York 10019 CONFIDENTIAL March 11, 2016 Po

March 25, 2016 EX-99.(A)(1)(D)

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock THE FRESH MARKET, INC. $28.50 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase, dated March 25, 2016 POMEGRANATE MERGER SUB, INC. a wholly owned subsidiary of POMEGRANATE HOLDI

EX-99.(A)(1)(D) 5 d166384dex99a1d.htm EX-99.(A)(1)(D) Exhibit (a)(1)(D) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of THE FRESH MARKET, INC. at $28.50 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase, dated March 25, 2016 by POMEGRANATE MERGER SUB, INC. a wholly owned subsidiary of POMEGRANATE HOLDINGS, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIG

March 25, 2016 EX-99.(D)(4)

The Fresh Market, Inc. 628 Green Valley Road, Suite 500 Greensboro, NC

EX-99.(D)(4) 13 d166384dex99d4.htm EX-99.(D)(2) Exhibit99 (d)(4) The Fresh Market, Inc. 628 Green Valley Road, Suite 500 Greensboro, NC December 9, 2015 CONFIDENTIAL Apollo Management VIII, L.P. 9 West 57th Street New York, NY 10019 Ladies and Gentlemen: 1. We understand that Apollo Management VIII, L.P. ( “you”) desires to receive information concerning The Fresh Market, Inc. (the “Company” or “w

March 23, 2016 EX-10.31

* * *

Exhibit 10.31 BY EMAIL January 5, 2016 Pamela Kohn 11091 Timarron Drive Bentonville, AR 72712 Dear Pam: I am pleased to offer you employment as the Executive Vice President – Merchandising, Marketing and Supply Chain of The Fresh Market, Inc. (the “Company”) working at the Company’s headquarters in Greensboro, North Carolina, as follows: 1.Duties. Your employment will commence on January 6, 2016.

March 23, 2016 EX-10.30

[Signature Page Follows]

Exhibit 10.30 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of , between The Fresh Market, Inc. (the “Company”), a Delaware corporation, and . This Restricted Stock Unit Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of restricted stock units (the “Award”) that are subject to the terms

March 23, 2016 EX-10.32

EMPLOYMENT AGREEMENT

EX-10.32 4 ex1032q42015.htm EXHIBIT 10.32 Exhibit 10.32 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 6, 2016 between The Fresh Market, Inc., a Delaware corporation (the “Company”), and Pamela Kohn (the “Participant”). WHEREAS, the Company seeks to provide the Participant with an incentive to remain in the service of the Company by allowing the Participant to be

March 23, 2016 10-K

Fresh Market 10-K (Annual Report)

10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-34940 THE FRESH MARKET, INC.

March 16, 2016 EX-99.1

On March 16, 2016, The Fresh Market, Inc., a Delaware corporation (the “

Exhibit 99.1 On March 16, 2016, The Fresh Market, Inc., a Delaware corporation (the ? Company? or ? The Fresh Market?) made available a video recording discussing its entry into the Agreement and Plan of Merger dated March 11, 2016 (the ? Merger Agreement?), among the Company, Pomegranate Holding, Inc., a Delaware corporation (? Parent?), and Pomegranate Merger Sub, Inc., a Delaware corporation an

March 16, 2016 SC14D9C

Fresh Market D9C

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 THE FRESH MARKET, INC. (Name of Subject Company) THE FRESH MARKET, INC. (Names of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 35804H106 (CUSIP Number of Class

March 14, 2016 EX-99.1

The Fresh Market Agrees to be Acquired by Funds Managed by Affiliates of Apollo Global Management for $28.50 Per Share in Cash Transaction Provides a Significant Premium to The Fresh Market Stockholders and a Strong Partner to Support the Company’s F

EX-99.1 4 ex99-1.htm Exhibit 99.1 The Fresh Market Agrees to be Acquired by Funds Managed by Affiliates of Apollo Global Management for $28.50 Per Share in Cash Transaction Provides a Significant Premium to The Fresh Market Stockholders and a Strong Partner to Support the Company’s Future Growth GREENSBORO, N.C. & NEW YORK, N.Y. – March 14, 2016 – The Fresh Market, Inc. (NASDAQ: TFM) (“The Fresh M

March 14, 2016 SC14D9C

Fresh Market D9C

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 THE FRESH MARKET, INC. (Name of Subject Company) THE FRESH MARKET, INC. (Names of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 35804H106 (CUSIP Number of Class

March 14, 2016 EX-2.1

AGREEMENT AND PLAN OF MERGER By and Among POMEGRANATE HOLDINGS, INC., POMEGRANATE MERGER SUB, INC. THE FRESH MARKET, INC. Dated as of March 11, 2016

EX-2.1 2 ex2-1.htm Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among POMEGRANATE HOLDINGS, INC., POMEGRANATE MERGER SUB, INC. and THE FRESH MARKET, INC. Dated as of March 11, 2016 TABLE OF CONTENTS Page ARTICLE I The Transactions SECTION 1.01. The Offer 2 SECTION 1.02. Company Actions 5 SECTION 1.03. The Merger 6 SECTION 1.04. Closing 6 SECTION 1.05. Effective Time 7 SECTION 1.06. Merger Witho

March 14, 2016 SC14D9C

Fresh Market D9C

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 THE FRESH MARKET, INC. (Name of Subject Company) THE FRESH MARKET, INC. (Names of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 35804H106 (CUSIP Number of Class

March 14, 2016 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 form8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2016 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-34940 (Commissi

March 14, 2016 EX-3.1

THE FRESH MARKET, INC. BYLAW AMENDMENT

Exhibit 3.1 THE FRESH MARKET, INC. BYLAW AMENDMENT The Amended and Restated Bylaws of The Fresh Market, Inc. are hereby amended to add a new Article VIII, as set forth below: ?ARTICLE VIII Forum for Adjudication of Disputes Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf

March 14, 2016 EX-99.1

# # #

Exhibit 99.1 To: All TFM Employees From: Rick Anicetti Subject: Apollo to Acquire The Fresh Market To Our Valued Employees: We are pleased to share with you some very exciting news about our company. Moments ago, we announced an agreement for our company to be acquired by Apollo Global Management. Upon completion of this transaction, we will become a private company and our stock will no longer be

March 14, 2016 EX-99.3

Master Q&A

Exhibit 99.3 Master Q&A Investors, Analysts and Media 1. Why sell now? What makes this a good deal for stockholders? The announcement follows an open and thorough review of strategic alternatives undertaken by the Board to maximize stockholder value: ? A committee of The Fresh Market Board of Directors, comprised of three independent directors, was advised by experienced financial (J.P. Morgan Sec

March 14, 2016 SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 The Fresh Market, Inc. (Name of Subject Company (Issuer)) Pomegranate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 The Fresh Market, Inc. (Name of Subject Company (Issuer)) Pomegranate Merger Sub, Inc. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of Pomegranate Holdings, Inc. (Name of Filing Persons (Parent of Offero

March 14, 2016 EX-99.2

Talking Points for Store Managers to Use with Employees

Exhibit 99.2 Talking Points for Store Managers to Use with Employees ? This morning The Fresh Market announced it has entered into a definitive agreement under which the Company will be acquired by an affiliate of Apollo Global Management, a highly respected investment firm. ? Ray Berry (Founder and Chairman of the Board of The Fresh Market) and Brett Berry, who collectively own approximately 9.8%

March 8, 2016 SC 13G/A

TFM / The Fresh Market, Inc. / COLUMBIA WANGER ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* THE FRESH MARKET, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 35804H106 (CUSIP Number) February 29, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the Rule pursuant to which this Sched

February 12, 2016 SC 13G

TFM / The Fresh Market, Inc. / SOUTHERNSUN ASSET MANAGEMENT, LLC - SCHEDULE 13G Passive Investment

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 (Title of Class of Securities) 35804H106 (CUSIP Number) December 31, 2015 (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

February 10, 2016 SC 13G/A

TFM / The Fresh Market, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 freshmarketincthe.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Fresh Market Inc/The Title of Class of Securities: Common Stock CUSIP Number: 35804H106 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to designate the rule pursuant

January 20, 2016 SC 13G/A

TFM / The Fresh Market, Inc. / COLUMBIA WANGER ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* THE FRESH MARKET, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 35804H106 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the Rule pursuant to which this Sched

January 8, 2016 EX-24

EX-24

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates and appoints Scott Duggan and Eric Hardin, and each of them, as such person's true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to execute, acknowledge, deliver and file any and all filings required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including Section 16 of the Exchange Act, and the rules and regulations thereunder, and requisite documents in connection with such filings, respecting securities of The Fresh Market, Inc.

December 3, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2015 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-34940 (Commission File Num

December 3, 2015 EX-24

EX-24

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates and appoints Scott Duggan and Eric Hardin, and each of them, as such person's true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to execute, acknowledge, deliver and file any and all filings required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including Section 16 of the Exchange Act, and the rules and regulations thereunder, and requisite documents in connection with such filings, respecting securities of The Fresh Market, Inc.

December 1, 2015 EX-10.2

[Signature Page Follows]

EX-10.2 2 exhibit102q32015.htm EXHIBIT 10.2 Exhibit 10.2 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of September 1, 2015 between The Fresh Market, Inc. (the “Company”), a Delaware corporation, and Sean Crane. This Restricted Stock Unit Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award o

December 1, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 tfm10q10252015.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 25, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fi

November 19, 2015 EX-99..1

The Fresh Market, Inc. Reports Third Quarter Fiscal Year 2015 Earnings Sales Increased 3.3%; Reported GAAP Diluted Earnings Per Share of $0.21; Adjusted Diluted Earnings Per Share of $0.23 Updates Fiscal Year 2015 Guidance

Exhibit Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Investor Relations (336) 615-8065 [email protected] The Fresh Market, Inc. Reports Third Quarter Fiscal Year 2015 Earnings Sales Increased 3.3%; Reported GAAP Diluted Earnings Per Share of $0.21; Adjusted Diluted Earnings Per Share of $0.23 Updates Fiscal Year 2015 Guidance GREENSBORO, N.C. - November 19, 2015 - The Fresh M

November 19, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8-kq32015.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2015 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-3494

September 4, 2015 EX-99.1

The Fresh Market, Inc. Names Richard Anicetti as President and Chief Executive Officer

Exhibit Exhibit 99.1 NEWS RELEASE Investor Relations FOR IMMEDIATE RELEASE (336) 615-8065 [email protected] The Fresh Market, Inc. Names Richard Anicetti as President and Chief Executive Officer GREENSBORO, N.C. ? September 1, 2015 ? The Fresh Market, Inc. (NASDAQ: TFM), a growing specialty grocery retailer, today announced that its Board of Directors has named veteran food reta

September 4, 2015 EX-10.1

* * *

Exhibit Exhibit 10.1 BY HAND August 31, 2015 Mr. Richard A. Anicetti Dear Rick: On behalf of the Board of Directors (the “Board”), I am pleased to offer you employment as the President and Chief Executive Officer of The Fresh Market, Inc. (the “Company”) working at the Company’s headquarters in Greensboro, North Carolina, as follows: 1.Duties. Your employment will commence on or about September 1,

September 4, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2015 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-34940 (Commission File Numb

September 3, 2015 EX-24

EX-24

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates and appoints Scott Duggan and Eric Hardin, and each of them, as such person's true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to execute, acknowledge, deliver and file any and all filings required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including Section 16 of the Exchange Act, and the rules and regulations thereunder, and requisite documents in connection with such filings, respecting securities of The Fresh Market, Inc.

August 27, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 26, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34940 THE FRESH MARKE

August 20, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2015 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-34940 (Commission File Numb

August 20, 2015 EX-99.1

The Fresh Market, Inc. Reports Second Quarter Fiscal Year 2015 Earnings Net Sales Increased 4.7% Reported GAAP and Adjusted Diluted Earnings Per Share of $0.36 Updates Fiscal Year 2015 Guidance Board Authorized $200 Million Stock Repurchase Program

Exhibit Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Investor Relations (336) 615-8065 [email protected] The Fresh Market, Inc. Reports Second Quarter Fiscal Year 2015 Earnings Net Sales Increased 4.7% Reported GAAP and Adjusted Diluted Earnings Per Share of $0.36 Updates Fiscal Year 2015 Guidance Board Authorized $200 Million Stock Repurchase Program GREENSBORO, N.C. - Augus

June 5, 2015 8-K/A

Fresh Market 8-K/A (Current Report/Significant Event)

8-K/A 06.05.2015 (2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2015 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorpor

June 5, 2015 8-K

Submission of Matters to a Vote of Security Holders

8-K 06.05.2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2015 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-34940 (Commission F

May 28, 2015 EX-10.2

RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [?], 20[?], between The Fresh Market, Inc. (the ?Company?), a Delaware corporation, and [NAME].

Exhibit 10.2 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [?], 20[?], between The Fresh Market, Inc. (the ?Company?), a Delaware corporation, and [NAME]. This Restricted Stock Unit Award Agreement (the ?Award Agreement?) sets forth the terms and conditions of an award (the ?Award?) of [?] restricted stock units (?RSUs?) th

May 28, 2015 EX-10.1

SECOND RENEWAL AGREEMENT

Exhibit 10.1 SECOND RENEWAL AGREEMENT THIS SECOND RENEWAL AGREEMENT (this ?Second Renewal Agreement?) is made and effective as of this 4th day of March, 2015 (the ?Effective Date?), by and between THE FRESH MARKET, INC., a Delaware corporation, with its corporate office located at 628 Green Valley Road, Suite 500, Greensboro, North Carolina 27408 (referred to herein along with its successors and a

May 28, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 tfm10q4262015.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 26, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

May 21, 2015 EX-99.1

The Fresh Market, Inc. Reports First Quarter Fiscal Year 2015 Earnings • First Quarter Fiscal 2015 Net Sales Increased 7.2% • First Quarter Fiscal 2015 GAAP Diluted Earnings Per Share of $0.31 and Adjusted Diluted Earnings Per Share of $0.50

EX-99.1 2 ex99-1q12015.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Investor Relations (336) 615-8065 [email protected] The Fresh Market, Inc. Reports First Quarter Fiscal Year 2015 Earnings • First Quarter Fiscal 2015 Net Sales Increased 7.2% • First Quarter Fiscal 2015 GAAP Diluted Earnings Per Share of $0.31 and Adjusted Diluted Earnings Per Share of $0.50

May 21, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8-kq12015earnings.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2015 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-3

May 5, 2015 EX-24

EX-24

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates and appoints Scott Duggan and Eric Hardin, and each of them, as such person's true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to execute, acknowledge, deliver and file any and all filings required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including Section 16 of the Exchange Act, and the rules and regulations thereunder, and requisite documents in connection with such filings, respecting securities of The Fresh Market, Inc.

May 5, 2015 EX-24

EX-24

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates and appoints Scott Duggan and Eric Hardin, and each of them, as such person's true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to execute, acknowledge, deliver and file any and all filings required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including Section 16 of the Exchange Act, and the rules and regulations thereunder, and requisite documents in connection with such filings, respecting securities of The Fresh Market, Inc.

May 1, 2015 DEF 14A

Fresh Market DEFINITIVE PROXY STATEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

April 30, 2015 EX-99.1

The Fresh Market, Inc. Expands Board With Addition of Michael D. Casey and Robert K. Shearer

TFMBoDRelease43015FINALWIRE NEWS RELEASE Investor Relations FOR IMMEDIATE RELEASE (336) 615-8065 investorrelations@thefreshmarket.

April 30, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 a8kapril302015newdirectors.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2015 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorpor

March 23, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 tfm10k01252015.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 25, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-349

March 23, 2015 EX-10.5

FIRST AMENDMENT TO CREDIT AGREEMENT

EX-10.5 2 ex105q42014.htm EXHIBIT 10.5 Exhibit 10.5 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 13, 2015, is by and among THE FRESH MARKET, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms

March 19, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 03-19-2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2015 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-34940 (Commission

March 19, 2015 EX-10.1

THE FRESH MARKET, INC. ANNUAL INCENTIVE COMPENSATION PROGRAM FOR EXECUTIVE OFFICERS

Exhibit10103152015 Exhibit 10.1 THE FRESH MARKET, INC. ANNUAL INCENTIVE COMPENSATION PROGRAM FOR EXECUTIVE OFFICERS SECTION 1. Purpose. The purpose of this [?] Annual Incentive Compensation Program for Executive Officers (the ? Program ?) is to provide incentives and reward executive officers for achieving specified performance goals in fiscal year [?]. SECTION 2. Definitions. Capitalized terms us

March 5, 2015 EX-99.1

The Fresh Market, Inc. Reports Fourth Quarter and Fiscal Year 2014 Earnings Fourth Quarter Fiscal 2014 Net Sales Increase 12.8% and Comparable Store Sales Increase 3.0% Fourth Quarter Fiscal 2014 GAAP Diluted Earnings Per Share of $0.42 and Adjusted

EX-99.1 2 ex99-1q42014.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Investor Relations (336) 615-8065 [email protected] The Fresh Market, Inc. Reports Fourth Quarter and Fiscal Year 2014 Earnings Fourth Quarter Fiscal 2014 Net Sales Increase 12.8% and Comparable Store Sales Increase 3.0% Fourth Quarter Fiscal 2014 GAAP Diluted Earnings Per Share of $0.42 and

March 5, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

8-K Q4 2014 Earnings UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 11, 2015 SC 13G/A

TFM / The Fresh Market, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ - TFM AS OF 12/31/2014 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) FRESH MARKET INC/THE (Name of Issuer) COMMON STOCK (Title of Class of Securities) 35804H106 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule

February 11, 2015 SC 13G

TFM / The Fresh Market, Inc. / COLUMBIA WANGER ASSET MANAGEMENT LLC - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* THE FRESH MARKET, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 35804H106 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule

February 10, 2015 SC 13G

TFM / The Fresh Market, Inc. / VANGUARD GROUP INC Passive Investment

freshmarketinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Fresh Market Inc/The Title of Class of Securities: Common Stock CUSIP Number: 35804H106 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box

January 29, 2015 EX-10.1

SEPARATION AGREEMENT

Exhibit 10.1 SEPARATION AGREEMENT This Separation Agreement (the “Agreement”) is entered into as of January 26th, 2015, by and between The Fresh Market, Inc., a Delaware corporation (the “Company”), and R. Craig Carlock (“Executive”). RECITALS WHEREAS, Executive serves as Chief Executive Officer and President of the Company pursuant to the terms and conditions of an Employment Agreement between Ex

January 29, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2015 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-34940 (Commission File Number)

January 16, 2015 EX-10.1

FORM OF RETENTION BONUS AWARD AGREEMENT

Exhibit 10.1 FORM OF RETENTION BONUS AWARD AGREEMENT This Retention Bonus Award Agreement (this “Award Agreement”) sets forth the terms and conditions of the award of a retention bonus to you on the date hereof (the “Award”) that is subject to the terms and conditions specified herein. THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THIS AWARD AGREEMENT, INCLUDING THE DISPUTE RESOLUTION PROVI

January 16, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2015 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-34940 (Commission File Number)

December 8, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2014 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-34940 (Commission File Number)

December 4, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 26, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34940 THE FRESH MA

November 20, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2014 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-34940 (Commission File Number

November 20, 2014 EX-99.1

The Fresh Market, Inc. Reports Third Quarter Fiscal 2014 Earnings • Net Sales Increase 15.1% and Comparable Store Sales Increase 3.3% • GAAP Diluted Earnings Per Share Increase 34.4% • Adjusted Diluted Earnings Per Share Increase 17.6%

Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Investor Relations (336) 615-8065 [email protected] The Fresh Market, Inc. Reports Third Quarter Fiscal 2014 Earnings • Net Sales Increase 15.1% and Comparable Store Sales Increase 3.3% • GAAP Diluted Earnings Per Share Increase 34.4% • Adjusted Diluted Earnings Per Share Increase 17.6% GREENSBORO, N.C. - November 20, 2014 - The Fr

October 8, 2014 EX-99.1

The Fresh Market Investor Day Analyst Day October 8, 2014 This presentation contains, and statements made by The Fresh Market’s executives may contain, forward-looking statements. Any statements that are not statements of historical fact should be co

analystdaypresentationvf The Fresh Market Investor Day Analyst Day October 8, 2014 This presentation contains, and statements made by The Fresh Market’s executives may contain, forward-looking statements.

October 8, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 8, 2014 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-34940 (Commission File Number)

September 4, 2014 EX-10.1

CREDIT AGREEMENT Dated as of June 12, 2014 among THE FRESH MARKET, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto ___________________________________ MERRILL

Exhibit 10.1 CREDIT AGREEMENT Dated as of June 12, 2014 among THE FRESH MARKET, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Lead Arranger and Sole Bookrunner and BRANCH BANKING AND TRUST COMPANY, as as Co-Syndication Agent, and JPMORGAN CHASE B

September 4, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 tfm10q07272014.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 27, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fi

August 21, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2014 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-34940 (Commission File Number)

August 21, 2014 EX-99.1

The Fresh Market, Inc. Reports Second Quarter Fiscal 2014 Earnings • Net Sales Increased 19.0% in the Second Quarter • Comparable Store Sales Increased 2.9% in the Second Quarter • Reaffirms Fiscal 2014 Sales and Adjusted Earnings Guidance

EX-99.1 2 ex99-1q22014.htm EXHIBIT Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Investor Relations (336) 615-8065 [email protected] The Fresh Market, Inc. Reports Second Quarter Fiscal 2014 Earnings • Net Sales Increased 19.0% in the Second Quarter • Comparable Store Sales Increased 2.9% in the Second Quarter • Reaffirms Fiscal 2014 Sales and Adjusted Earnings Guidance GREENS

June 18, 2014 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2014 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-34940 (Commission File Number) 56

June 6, 2014 8-K

Submission of Matters to a Vote of Security Holders - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 3, 2014 THE FRESH MARKET, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State or other Jurisdiction of Incorporation) 1-34940 (Commission File Number) 56-1311

June 4, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 27, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34940 THE FRESH M

May 22, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 22, 2014 THE FRESH MARKET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or other Jurisdiction of Incorporation or Organization) 1-34940 (Commission

May 22, 2014 EX-99.1

The Fresh Market, Inc. Reports First Quarter Fiscal 2014 Earnings • Net Sales Increased 17.6% in the First Quarter • Comparable Store Sales Increased 2.5% • Affirms Fiscal 2014 Sales and Adjusted Earnings Guidance

Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Investor Relations (336) 615-8065 [email protected] The Fresh Market, Inc. Reports First Quarter Fiscal 2014 Earnings • Net Sales Increased 17.6% in the First Quarter • Comparable Store Sales Increased 2.5% • Affirms Fiscal 2014 Sales and Adjusted Earnings Guidance GREENSBORO, N.C. - May 22, 2014 - The Fresh Market, Inc. (NASDAQ: T

April 23, 2014 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

April 23, 2014 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

April 10, 2014 SC 13G/A

TFM / The Fresh Market, Inc. / WELLS FARGO & COMPANY/MN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) FRESH MKT INC (Name of Issuer) COM (Title of Class of Securities) 35804H106 (CUSIP Number) March 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X]

March 26, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 26, 2014 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other Jurisdiction of Incorporation or Organization) 1-34940 (Commissio

March 26, 2014 EX-10.1

THE FRESH MARKET, INC. ANNUAL INCENTIVE COMPENSATION PROGRAM FOR EXECUTIVE OFFICERS

Exhibit 10.1 THE FRESH MARKET, INC. ANNUAL INCENTIVE COMPENSATION PROGRAM FOR EXECUTIVE OFFICERS SECTION 1. Purpose. The purpose of this [●] Annual Incentive Compensation Program for Executive Officers (the “Program”) is to provide incentives and reward executive officers for achieving specified performance goals in fiscal year [●]. SECTION 2. Definitions. Capitalized terms used herein that are no

March 25, 2014 EX-99.1

The Fresh Market, Inc. Announces Retirement of Brett Berry from Board of Directors

Exhibit 99.1 Investor Relations (336) 615-8065 [email protected] NEWS RELEASE FOR IMMEDIATE RELEASE The Fresh Market, Inc. Announces Retirement of Brett Berry from Board of Directors GREENSBORO, N.C. – March 24, 2014 – The Fresh Market, Inc. (NASDAQ: TFM), a fast-growing specialty retailer, today announced the retirement of Brett Berry from its Board of Directors, effective Marc

March 25, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Financial Statements and Exhibits

8-K 1 form8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 19, 2014 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other Jurisdiction of Incorporation or Organizati

March 21, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 26, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34940 THE FRESH MARKET, INC. (Exac

March 21, 2014 EX-10.5

FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.5 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of November 5, 2012 (this ?Amendment?), is entered into among THE FRESH MARKET, INC., a Delaware corporation (the ?Borrower?), the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the ?Administrative Agent?). PRELIMINARY STATEMENTS

March 6, 2014 EX-99.1

The Fresh Market, Inc. Reports Fourth Quarter and Full Year Fiscal 2013 Earnings - Net Sales Increased 15.1% in the Fourth Quarter and 13.7% for Full Year 2013 - Company Provides Fiscal 2014 Guidance

EX-99.1 2 ex99-1q42013.htm EXHIBIT NEWS RELEASE FOR IMMEDIATE RELEASE Investor Relations (336) 615-8065 [email protected] The Fresh Market, Inc. Reports Fourth Quarter and Full Year Fiscal 2013 Earnings - Net Sales Increased 15.1% in the Fourth Quarter and 13.7% for Full Year 2013 - Company Provides Fiscal 2014 Guidance GREENSBORO, N.C. - March 6, 2014 - The Fresh Market, Inc. (

March 6, 2014 8-K

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

8-K 1 a8-kq42013earnings.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 6, 2014 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other Jurisdiction of Incorporatio

February 14, 2014 SC 13G/A

TFM / The Fresh Market, Inc. / SAC Capital Advisors LP - SCHEDULE 13G/A, #1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* THE FRESH MARKET, INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 35804H106 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r

February 11, 2014 SC 13G/A

TFM / The Fresh Market, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ - TFM AS OF 12/31/2013 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* FRESH MARKET INC/THE (Name of Issuer) COMMON STOCK (Title of Class of Securities) 35804H106 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedul

January 28, 2014 SC 13G/A

TFM / The Fresh Market, Inc. / WELLS FARGO & COMPANY/MN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5) FRESH MKT INC (Name of Issuer) COM (Title of Class of Securities) 35804H106 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

December 4, 2013 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 f10834846b.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behal

December 4, 2013 SC 13G

TFM / The Fresh Market, Inc. / SAC Capital Advisors LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* THE FRESH MARKET, INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 35804H106 (CUSIP Number) December 3, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

November 26, 2013 EX-10.1

[Remainder of the page intentionally left blank]

Exhibit 10.1 August 29, 2013 To: Randy Young: We are genuinely excited about the prospect of your joining The Fresh Market, Inc. (the "Company"). You made a tremendous impression on our management team and we believe you will add great value to our growing company. Below is our understanding: ? We are offering the position of Senior Vice President - Real Estate and Development. You may also be ele

November 26, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 27, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34940 THE FRESH

November 21, 2013 EX-99.1

The Fresh Market, Inc. Reports Third Quarter Fiscal 2013 Earnings • Diluted earnings per share were $0.23 • Net sales increased 13.4% to $364.5 million • Comparable store sales increased 3.1%

Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Investor Relations (336) 615-8065 [email protected] The Fresh Market, Inc. Reports Third Quarter Fiscal 2013 Earnings • Diluted earnings per share were $0.23 • Net sales increased 13.4% to $364.5 million • Comparable store sales increased 3.1% GREENSBORO, N.C. - November 21, 2013 - The Fresh Market, Inc. (NASDAQ: TFM), a high-growt

November 21, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 21, 2013 THE FRESH MARKET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or other Jurisdiction of Incorporation or Organization) 1-34940 (Commis

September 6, 2013 EX-10.1

[Remainder of the page intentionally left blank]

EX-10.1 2 exhibit101.htm EXHIBIT Exhibit 10.1 May 11, 2013 To: Jeff Ackerman: We are genuinely excited about the prospect of your joining The Fresh Market, Inc. (the "Company"). You made a tremendous impression on our management team and we believe you will add great value to our growing company. Below is our understanding: • We are offering the position of Executive Vice President – Chief Financi

September 6, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 28, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34940 THE FRESH MA

August 28, 2013 EX-99.1

The Fresh Market, Inc. Reports Second Quarter Fiscal 2013 Earnings • Diluted earnings per share increased 17.0% to $0.32 • Net sales increased 13.3% to $354.8 million • Comparable store sales increased 3.4%

Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Investor Relations (336) 615-8065 [email protected] The Fresh Market, Inc. Reports Second Quarter Fiscal 2013 Earnings • Diluted earnings per share increased 17.0% to $0.32 • Net sales increased 13.3% to $354.8 million • Comparable store sales increased 3.4% GREENSBORO, N.C. - August 28, 2013 - The Fresh Market, Inc. (NASDAQ: TFM),

August 28, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FILING DOCUMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 28, 2013 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other Jurisdiction of Incorporation or Organization) 1-34940 (Commissi

June 17, 2013 CORRESP

-

June 17, 2013 VIA EDGAR TRANSMISSION Mr. William H. Thompson Accounting Branch Chief United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E., Mail Stop 7010 Washington, D.C. 20549 Re: The Fresh Market, Inc. Form 10-K for the Fiscal Year Ended January 27, 2013 Filed March 27, 2013 File No. 1-34940 Dear Mr. Thompson: This letter is in response to the comment

June 7, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

8-K 1 form8-kackermanagrandmeeti.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 3, 2013 THE FRESH MARKET, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State or other Jurisdiction of Incorporation)

June 6, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 28, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34940 THE FRESH MARKET, INC.

May 29, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 29, 2013 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other Jurisdiction of Incorporation or Organization) 1-34940 (Commission

May 29, 2013 EX-99.1

The Fresh Market, Inc. Reports First Quarter 2013 Earnings - Earnings Per Diluted Share Increased 14.6% to $0.46 - Net Sales Increased 12.9% - Comparable Store Sales Increased 3.0%

NEWS RELEASE FOR IMMEDIATE RELEASE Investor Relations (336) 615-8065 investorrelations@thefreshmarket.

May 20, 2013 EX-99.1

Investor Relations

Exhibit 99.1 Investor Relations (336) 615-8065 [email protected] NEWS RELEASE FOR IMMEDIATE RELEASE The Fresh Market Names Jeffrey Ackerman Executive Vice President and Chief Financial Officer GREENSBORO, N.C., May 20, 2013 (GLOBE NEWSWIRE) - The Fresh Market, Inc. (Nasdaq: TFM), a high growth specialty retailer of high quality food products, today announced the appointment of J

May 20, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 13, 2013 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other Jurisdiction of Incorporation or Organization) 1-34940 (Commission

April 25, 2013 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨

April 25, 2013 DEF 14A

- DEF14A

DEF14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 1, 2013 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 8, 2013 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other Jurisdiction of Incorporation or Organization)

March 29, 2013 SC 13G/A

TFM / The Fresh Market, Inc. / WELLS FARGO & COMPANY/MN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) FRESH MKT INC (Name of Issuer) COM (Title of Class of Securities) 35804H106 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

March 29, 2013 SC 13G/A

TFM / The Fresh Market, Inc. / WELLS FARGO & COMPANY/MN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) FRESH MKT INC (Name of Issuer) COM (Title of Class of Securities) 35804H106 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

March 27, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 27, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34940 THE FRESH MARKET, INC. (Exac

March 27, 2013 EX-10.16

THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN DEFERRED STOCK UNIT ELECTION FORM

Exhibit 10.16 DEFERRED STOCK UNIT AWARD AGREEMENT UNDER THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [?], 20, between The Fresh Market, Inc. (the ?Company?), a Delaware corporation, and [NAME]. This Deferred Stock Unit Award Agreement (the ?Award Agreement?) sets forth the terms and conditions of an award (the ?Award?) of [?] deferred stock units (?DSUs?) that are b

March 26, 2013 EX-10.1

THE FRESH MARKET, INC. ANNUAL INCENTIVE COMPENSATION PROGRAM FOR SELECT EXECUTIVES

Exhibit 10.1 THE FRESH MARKET, INC. ANNUAL INCENTIVE COMPENSATION PROGRAM FOR SELECT EXECUTIVES SECTION 1. Purpose. The purpose of this [] Annual Incentive Compensation Program for Select Executives (the “Program”) is to provide incentives and reward select executives for achieving specified performance goals in fiscal year []. SECTION 2. Definitions. Capitalized terms used herein that are not def

March 26, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 20, 2013 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other Jurisdiction of Incorporation or Organization) 1-34940 (Commissio

March 20, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 19, 2013 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other Jurisdiction of Incorporation or Organization) 1-34940 (Commissio

March 20, 2013 EX-10.1

[Signature Page Follows]

Exhibit 10.1 PERFORMANCE SHARE UNIT AWARD AGREEMENT UNDER THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [DATE], between The Fresh Market, Inc. (the “Company”), a Delaware corporation, and [NAME]. This Performance Share Unit Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of performance share units (the “Award”) that are subject

March 14, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 8, 2013 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other Jurisdiction of Incorporation or Organization) 1-34940 (Commission

March 14, 2013 EX-99.1

Investor Relations

Exhibit 99.1 Investor Relations (336) 615-8065 [email protected] NEWS RELEASE FOR IMMEDIATE RELEASE The Fresh Market Announces Resignation of Senior Vice President GREENSBORO, N.C., Mar 11, 2013 (GLOBE NEWSWIRE) - The Fresh Market, Inc. (Nasdaq: TFM), a high growth specialty retailer of high quality food products, today announced the resignation of Randy Kelley as Senior Vice Pr

March 6, 2013 EX-99.1

The Fresh Market, Inc. Reports Fourth Quarter and Full Year Fiscal 2012 Earnings - Net Sales Increased 15.3% in the Fourth Quarter and 20.0% for Full Year 2012 - Diluted EPS Increased 12.7% in the Fourth Quarter and 24.4% for Full Year 2012 - Company

NEWS RELEASE FOR IMMEDIATE RELEASE Investor Relations (336) 615-8065 investorrelations@thefreshmarket.

March 6, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 6, 2013 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other Jurisdiction of Incorporation or Organization) 1-34940 (Commission

February 14, 2013 SC 13G/A

TFM / The Fresh Market, Inc. / SCOUT CAPITAL MANAGEMENT LLC - SCHEDULE 13G HOLDINGS REPORT AMENDMENT Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

February 13, 2013 SC 13G/A

TFM / The Fresh Market, Inc. / WELLS FARGO & COMPANY/MN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) FRESH MKT INC (Name of Issuer) COM (Title of Class of Securities) 35804H106 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

February 11, 2013 SC 13G/A

TFM / The Fresh Market, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ - TFM AS OF 01/31/2013 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FRESH MARKET INC/THE (Name of Issuer) COMMON STOCK (Title of Class of Securities) 35804H106 (CUSIP Number) January 31, 2013 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule

February 7, 2013 SC 13G/A

TFM / The Fresh Market, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ - TFM AS OF 12/31/2012 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FRESH MARKET INC/THE (Name of Issuer) COMMON STOCK (Title of Class of Securities) 35804H106 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedul

January 23, 2013 SC 13G/A

TFM / The Fresh Market, Inc. / Berry Ray D - SCHEDULE 13G/A (AMENDMENT NO. 2) Passive Investment

Schedule 13G/A (Amendment No. 2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2) The Fresh Market, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 35804H106 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriat

January 23, 2013 EX-99.(A)

Notice of Dissolution of Group

Notice of Dissolution of Group Exhibit A Notice of Dissolution of Group Effective October 14, 2012, the group formed by Ray Berry, Brett Berry, Michael Barry, Amy Barry, and Winston Berry with respect to the shares of Common Stock of The Fresh Market, Inc.

January 11, 2013 SC 13G/A

TFM / The Fresh Market, Inc. / WELLS FARGO & COMPANY/MN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) FRESH MKT INC (Name of Issuer) COM (Title of Class of Securities) 35804H106 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

December 6, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 28, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34940 THE FRESH MARKET, IN

November 28, 2012 EX-99.1

The Fresh Market Announces Resignation of Chief Financial Officer

EX-99.1 2 exhibit991.htm PRESS RELEASE NEWS RELEASE FOR IMMEDIATE RELEASE Craig Carlock Chief Executive Officer (336) 389-3741 The Fresh Market Announces Resignation of Chief Financial Officer GREENSBORO, North Carolina - November 27, 2012 - The Fresh Market, Inc. (Nasdaq:TFM) (the “Company”), a high growth specialty retailer of high quality food products, today announced that Lisa Klinger has ten

November 28, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 28, 2012 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other Jurisdiction of Incorporation or Organization) 1-34940 (Commis

November 28, 2012 EX-99.1

The Fresh Market, Inc. Reports Third Quarter and Year to Date Fiscal 2012 Earnings - Total sales increased 22.1% for the third quarter and 21.8% year to date - Diluted earnings per share increased 18.5% for the third quarter and 30.8% year to date -

NEWS RELEASE FOR IMMEDIATE RELEASE Lisa K. Klinger EVP-Chief Financial Officer (336) 217-4070 [email protected] The Fresh Market, Inc. Reports Third Quarter and Year to Date Fiscal 2012 Earnings - Total sales increased 22.1% for the third quarter and 21.8% year to date - Diluted earnings per share increased 18.5% for the third quarter and 30.8% year to date - Company reaffirms earning

November 28, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2012 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware 1-34940 56-1311233 (State or other jurisdiction (Commission File Number) (IRS

September 6, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 29, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34940 THE FRESH MARKET, INC.

August 29, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 29, 2012 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other Jurisdiction of Incorporation or Organization) 1-34940 (Commissi

August 29, 2012 EX-99.1

The Fresh Market, Inc. Reports Second Quarter and First Half Fiscal 2012 Earnings - Total sales increased 20.6% for the second quarter and 21.7% for the first half - Comparable store sales increased 8.0% for the second quarter and 8.1% for the first

NEWS RELEASE FOR IMMEDIATE RELEASE Lisa K. Klinger EVP-Chief Financial Officer (336) 217-4070 [email protected] The Fresh Market, Inc. Reports Second Quarter and First Half Fiscal 2012 Earnings - Total sales increased 20.6% for the second quarter and 21.7% for the first half - Comparable store sales increased 8.0% for the second quarter and 8.1% for the first half - Company raises gui

June 18, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2012 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware 1-34940 56-1311233 (State or other jurisdiction (Commission File Number) (IRS Empl

June 14, 2012 EX-99.1

June 13, 2012

June 13, 2012 The Fresh Market Announces Pricing of Secondary Offering of Its Common Stock GREENSBORO, N.

June 14, 2012 EX-1.1

THE FRESH MARKET, INC (a Delaware corporation) 10,033,141 Shares of Common Stock UNDERWRITING AGREEMENT

EXECUTION COPY THE FRESH MARKET, INC (a Delaware corporation) 10,033,141 Shares of Common Stock UNDERWRITING AGREEMENT Dated: June 12, 2012 THE FRESH MARKET, INC.

June 14, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2012 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware 1-34940 56-1311233 (State or other jurisdiction (Commission File Number) (IRS Empl

June 14, 2012 424B5

FEE TABLE TABLE OF CONTENTS Prospectus Supplement Prospectus ABOUT THIS PROSPECTUS SUPPLEMENT INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS SUPPLEMENT SUMMARY The Offering RISK FACTORS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

FEE TABLE Title of each class of securities to be registered Amount to be registered(1) Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee Common Stock, $0.

June 13, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2012 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware 1-34940 56-1311233 (State or other jurisdiction (Commission File Number) (IRS Empl

June 13, 2012 EX-99.1

June 11, 2012

June 11, 2012 The Fresh Market Announces Secondary Offering of Its Common Stock GREENSBORO, N.

June 13, 2012 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 29, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34940 THE FRESH MARKET, IN

June 11, 2012 424B5

TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS SUPPLEMENT SUMMARY The Offering RISK FACTORS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS USE OF PROCEEDS MARKE

The information in this preliminary prospectus supplement is not complete and may be changed.

June 11, 2012 S-3ASR

- FORM S-3ASR

S-3ASR 1 v315550ms-s3asr.htm FORM S-3ASR As Filed with the Securities and Exchange Commission on June 11, 2012 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 The Fresh Market, Inc. (Exact name of registrant as specified in its charter) Delaware 56-1311233 (State or Other Jurisdiction of

June 8, 2012 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 6, 2012 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other Jurisdiction of Incorporation or Organization) 1-34940 (Commission

June 7, 2012 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January, 29, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34940 THE FRESH MARKET, INC.

June 7, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 29, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34940 THE FRESH MARKET, INC.

June 7, 2012 EX-10.1

Product Case Upcharge Table

Exhibit 10.1 May 4, 2012 Burris Logistics Attn: Donnie R. Burris 501 S.E. 5th Street Milford, DE 19963 Tel: (302) 839-5120 Re: Supply and Service Agreement dated January 26, 2007, as further amended and subsequently renewed pursuant to a Renewal Agreement dated October 28, 2011, (?Agreement?) between The Fresh Market, Inc. (?TFM?) and Burris Logistics (?Burris?) Dear Donnie: With respect to the se

May 30, 2012 EX-99.1

The Fresh Market, Inc. Reports First Quarter 2012 Earnings

NEWS RELEASE FOR IMMEDIATE RELEASE Lisa K. Klinger EVP-Chief Financial Officer (336) 217-4070 [email protected] The Fresh Market, Inc. Reports First Quarter 2012 Earnings - Total Sales increased 22.8% - Comparable store sales increased 8.2% - Net Income increased 43.0% - Company increases guidance for fiscal 2012 GREENSBORO, North Carolina – May 30, 2012 – The Fresh Market, Inc. (NASD

May 30, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 30, 2012 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other Jurisdiction of Incorporation or Organization) 1-34940 (Commission

May 2, 2012 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

March 29, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 29, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34940 THE FRESH MARKET, INC. (Ex

March 27, 2012 EX-10.1

the fresh market, INC. 2012 Annual Incentive compensation program for select

Exhibit 10.1 the fresh market, INC. 2012 Annual Incentive compensation program for select executives SECTION 1. Purpose. The purpose of this 2012 Annual Incentive Compensation Program for Select Executives (the “Program”) is to provide incentives and reward select executives for achieving specified performance goals in fiscal year 2012. SECTION 2. Definitions. Capitalized terms used herein that ar

March 27, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events, Shareholder Director Nominations - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 21, 2012 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other Jurisdiction of Incorporation or Organization) 1-34940 (Commissio

March 21, 2012 EX-10.4

[Signature Page Follows]

EX-10.4 5 v306574ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 restricted STOCK UNIT AWARD AGREEMENT UNDER THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [DATE] between The Fresh Market, Inc. (the “Company”), a Delaware corporation, and [NAME]. This Restricted Stock Unit Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of [l] restricted s

March 21, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 20, 2012 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other Jurisdiction of Incorporation or Organization) 1-34940 (Commissio

March 21, 2012 EX-99.1

BOB SASSER Joins Board of The Fresh Market, Inc.

Exhibit 99.1 Contact: Lisa K. Klinger EVP-Chief Financial Officer (336) 217-4070 [email protected] BOB SASSER Joins Board of The Fresh Market, Inc. GREENSBORO, N.C., Mar. 20, 2012 (GLOBE NEWSWIRE) The Fresh Market, Inc. (NASDAQ:TFM) today announced that its Board of Directors elected Bob Sasser, President and Chief Executive Officer of Dollar Tree Stores, as a new Board member effecti

March 21, 2012 EX-10.1

PERFORMANCE SHARE AWARD AGREEMENT UNDER THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN,

Exhibit 10.1 PERFORMANCE SHARE AWARD AGREEMENT UNDER THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [DATE], between The Fresh Market, Inc. (the “Company”), a Delaware corporation, and [NAME]. This Performance Share Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of performance-vesting restricted shares (the “Award”) of the Compa

March 21, 2012 EX-10.3

RESTRICTED STOCK AWARD AGREEMENT UNDER THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN,

Exhibit 10.3 RESTRICTED STOCK AWARD AGREEMENT UNDER THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [DATE], between The Fresh Market, Inc. (the “Company”), a Delaware corporation, and [NAME]. This Restricted Stock Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of [● shares (the “Award”) of the Company’s common stock, $0.01 par v

March 21, 2012 EX-10.2

[Signature Page Follows]

Exhibit 10.2 OPTION AWARD AGREEMENT UNDER THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [DATE], between The Fresh Market, Inc. (the “Company”), a Delaware corporation, and [NAME]. This Option Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of options to purchase [l] shares (the “Award”) of the Company’s common stock, $0.01 par

March 7, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 7, 2012 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other Jurisdiction of Incorporation or Organization) 1-34940 (Commission

March 7, 2012 EX-99.1

The Fresh Market, Inc. Reports Fourth Quarter and Full Year Fiscal 2011 Earnings - Total Sales increased 13.0% for fiscal 2011 and 16.3% for fourth quarter - Comparable store sales increased 5.4% for the year and 7.0% for the quarter - Company provid

EX-99.1 2 v304733ex99-1.htm EXHIBIT 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Lisa K. Klinger EVP-Chief Financial Officer (336) 217-4070 [email protected] The Fresh Market, Inc. Reports Fourth Quarter and Full Year Fiscal 2011 Earnings - Total Sales increased 13.0% for fiscal 2011 and 16.3% for fourth quarter - Comparable store sales increased 5.4% for the year and 7.0% for the quarter

February 14, 2012 SC 13G/A

TFM / The Fresh Market, Inc. / Berry Ray D - SCHEDULE 13G AMENDMENT NO. 1 Passive Investment

Schedule 13G Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) The Fresh Market, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 35804H106 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate bo

February 10, 2012 SC 13G

TFM / The Fresh Market, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ - TFM AS OF 12/31/2011 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FRESH MARKET INC/THE (Name of Issuer) COMMON STOCK (Title of Class of Securities) 35804H106 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule

January 26, 2012 SC 13G

TFM / The Fresh Market, Inc. / WELLS FARGO & COMPANY/MN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) FRESH MKT INC (Name of Issuer) COM (Title of Class of Securities) 35804H106 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [

January 6, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 5, 2012 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware 1-34940 56-1311233 (State or other Jurisdiction of Incorporation or Org

January 6, 2012 EX-99.1

The Fresh Market, Inc. Announces Promotion of Sean Crane to Chief Operating Officer

Press Release Exhibit 99.1 NEWS RELEASE Lisa K. Klinger FOR IMMEDIATE RELEASE EVP-Chief Financial Officer (336) 217-4070 [email protected] The Fresh Market, Inc. Announces Promotion of Sean Crane to Chief Operating Officer GREENSBORO, North Carolina – January 5, 2012 – The Fresh Market, Inc. (NASDAQ: TFM) today announced the promotion of Sean Crane to Executive Vice-President and Chie

December 14, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 8, 2011 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware 1-34940 56-1311233 (State or other Jurisdiction of Incorporation or Organizatio

December 14, 2011 EX-99.1

Michael Tucci Joins Board of The Fresh Market, Inc.

Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Lisa K. Klinger EVP-Chief Financial Officer (336) 217-4070 [email protected] Michael Tucci Joins Board of The Fresh Market, Inc. GREENSBORO, North Carolina ? December 8, 2011 ? The Fresh Market, Inc. (NASDAQ: TFM) today announced that its Board of Directors elected Michael D. Tucci as a new member of its Board of Directors effective imme

December 12, 2011 EX-24.

EX-24.

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates and appoints Lisa Klinger, Scott Duggan and Eric Hardin, and each of them, as such person's true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to execute, acknowledge, deliver and file any and all filings required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including Section 16 of the Exchange Act, and the rules and regulations thereunder, and requisite documents in connection with such filings, respecting securities of The Fresh Market, Inc.

December 8, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 30, 2011 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-34940 TH

December 8, 2011 EX-10.2

RENEWAL AGREEMENT

Exhibit 10.2 RENEWAL AGREEMENT This Renewal Agreement (this ?Renewal Agreement?) is made and entered into as of this 28th day of October, 2011 by and between The Fresh Market, Inc., a Delaware corporation, with its corporate office located at 628 Green Valley Road, Suite 500, Greensboro, North Carolina (referred to herein along with its successors and assigns as ?TFM?) and Burris Logistics, a Dela

November 30, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 30, 2011 THE FRESH MARKE

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 30, 2011 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware 1-34940 56-1311233 (State or other Jurisdiction of Incorporation or O

November 30, 2011 EX-99.1

The Fresh Market, Inc. Reports Third Quarter 2011 Sales and Earnings Growth; Raises Full Year Outlook

Exhibit No. 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Lisa K. Klinger EVP-Chief Financial Officer (336) 217-4070 [email protected] The Fresh Market, Inc. Reports Third Quarter 2011 Sales and Earnings Growth; Raises Full Year Outlook GREENSBORO, North Carolina ? November 30, 2011 ? The Fresh Market, Inc. (NASDAQ: TFM), a high-growth specialty retailer, today announced unaudited sales and

November 3, 2011 8-K/A

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (AMENDMENT NO. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 28, 2011 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware 1-34940 56-1311233 (State or other Jurisdiction of Incorpor

October 4, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 30, 2011 THE FRESH MARK

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 30, 2011 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware 1-34940 56-1311233 (State or other Jurisdiction of Incorporation or

September 12, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d198249d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Comm

September 12, 2011 EX-10.1

THE FRESH MARKET, INC. EMPLOYEE STOCK PURCHASE PLAN (as amended)

Exhibit 10.1 THE FRESH MARKET, INC. EMPLOYEE STOCK PURCHASE PLAN (as amended) 1. Purpose. The purpose of this Employee Stock Purchase Plan is to provide employees of The Fresh Market, Inc. and its subsidiaries with an opportunity to purchase shares of The Fresh Market, Inc. common stock through accumulated payroll deductions. The Plan is intended to qualify as an ?Employee Stock Purchase Plan? und

August 31, 2011 EX-99.1

The Fresh Market, Inc. Reports Strong Second Quarter 2011 Sales and Earnings Growth; Raises Full Year Outlook

Exhibit 99.1 The Fresh Market, Inc. Reports Strong Second Quarter 2011 Sales and Earnings Growth; Raises Full Year Outlook GREENSBORO, North Carolina ? August 31, 2011 ? The Fresh Market, Inc. (NASDAQ: TFM), a high-growth specialty retailer, today announced unaudited sales and earnings results for its second quarter ended July 31, 2011. In the second quarter of fiscal 2011, net sales increased 13.

August 31, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 31, 2011 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware 1-34940 56-1311233 (State or other Jurisdiction of Incorporation or Organization

August 22, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 18, 2011 THE FRESH MARKET,

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 18, 2011 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware 1-34940 56-1311233 (State or other Jurisdiction of Incorporation or Org

August 22, 2011 EX-24.

EX-24.

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned hereby constitutes, designates and appoints Lisa Klinger, Scott Duggan and Eric Hardin, and each of them, as such person's true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to execute, acknowledge, deliver and file any and all filings required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including Section 16 of the Exchange Act, and the rules and regulations thereunder, and requisite documents in connection with such filings, respecting securities of The Fresh Market, Inc.

August 22, 2011 EX-24.

EX-24.

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned hereby constitutes, designates and appoints Lisa Klinger, Scott Duggan and Eric Hardin, and each of them, as such person's true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to execute, acknowledge, deliver and file any and all filings required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including Section 16 of the Exchange Act, and the rules and regulations thereunder, and requisite documents in connection with such filings, respecting securities of The Fresh Market, Inc.

July 18, 2011 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitte

June 14, 2011 EX-99.1

The Fresh Market, Inc. Schedule of Unaudited Financial and Operational Data for the Periods ended May 2, 2010, August 1, 2010, October 31, 2010 and January 30, 2011

Exhibit 99.1 The Fresh Market, Inc. Schedule of Unaudited Financial and Operational Data for the Periods ended May 2, 2010, August 1, 2010, October 31, 2010 and January 30, 2011 In January 2011, The Fresh Market, Inc. (the ?Company?) changed its fiscal year from a calendar year ending on December 31 to a fiscal year ending on the last Sunday of January. This change to its fiscal year resulted in a

June 14, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2011 THE FRESH MARKET, I

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2011 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware 1-34940 56-1311233 (State or other jurisdiction of incorporation) (Commis

June 8, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 2, 2011 EX-99.1

The Fresh Market, Inc. Reports First Quarter 2011 Earnings - Total sales increased 10.0% for first quarter - Comparable store sales increased 4.1% for the quarter; 6 consecutive quarters of positive growth - Diluted earnings per share of $0.28

Exhibit 99.1 The Fresh Market, Inc. Reports First Quarter 2011 Earnings - Total sales increased 10.0% for first quarter - Comparable store sales increased 4.1% for the quarter; 6 consecutive quarters of positive growth - Diluted earnings per share of $0.28 GREENSBORO, North Carolina ? June 2, 2011 ? The Fresh Market, Inc. (NASDAQ: TFM), a high-growth specialty retailer, today announced sales and e

June 2, 2011 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 2, 2011 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware 1-34940 56-1311233 (State or other Jurisdiction of Incorporation or Organization) (

May 9, 2011 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2011 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware 1-34940 56-1311233 (State or other jurisdiction of incorporation) (Commission File N

May 4, 2011 CORRESP

The Fresh Market, Inc. Registration Statement on Form S-1 File No. 333-173005

CORRESP 1 filename1.htm The Fresh Market, Inc. Registration Statement on Form S-1 File No. 333-173005 April 15, 2011 Dear Mr. Owings: The Fresh Market, Inc. (the “Company”) has filed today with the Securities and Exchange Commission (the “Commission”), via EDGAR, Amendment No. 1 (“Amendment No. 1”) to its Registration Statement on Form S-1 (File No. 333-173005) (the “Registration Statement”). This

May 3, 2011 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2011 THE FRESH MARKET, INC. (Exact name of Registrant as specified in its Charter) Delaware 1-34940 56-1311233 (State or other jurisdiction of incorporation) (Commission Fil

May 3, 2011 EX-99.1

THE FRESH MARKET ANNOUNCES PRICING OF SECONDARY OFFERING OF COMMON STOCK

EX-99.1 3 dex991.htm PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE: THE FRESH MARKET ANNOUNCES PRICING OF SECONDARY OFFERING OF COMMON STOCK GREENSBORO, NC (April 28, 2011) — The Fresh Market, Inc. (NASDAQ: TFM) announced today the pricing of the public offering of its common stock at $42.50 per share. The offering will consist of 11,919,058 shares to be sold by stockholders of The Fresh Market

May 3, 2011 EX-1.1

THE FRESH MARKET, INC (a Delaware corporation) 11,919,058 Shares of Common Stock UNDERWRITING AGREEMENT

EX-1.1 2 dex11.htm UNDERWRITING AGREEMENT Exhibit 1.1 THE FRESH MARKET, INC (a Delaware corporation) 11,919,058 Shares of Common Stock UNDERWRITING AGREEMENT Dated: April 27, 2011 THE FRESH MARKET, INC. (a Delaware Corporation) 11,919,058 Shares of Common Stock UNDERWRITING AGREEMENT April 27, 2011 J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representatives of

April 29, 2011 424B3

RBC Capital Markets

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-173005 Prospectus 11,919,058 shares The Fresh Market, Inc. Common stock The selling stockholders are selling 11,919,058 shares of our common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. Our common stock is listed on The NASDAQ Global Select Market under the symbol ?TFM?. On April

April 27, 2011 S-1MEF

As filed with the Securities and Exchange Commission on April 27, 2011.

As filed with the Securities and Exchange Commission on April 27, 2011. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware 5411 56-1311233 (State or other jurisdiction of incorporation or organization) (Pr

April 26, 2011 S-1/A

As filed with the Securities and Exchange Commission on April 26, 2011.

Amendment No. 2 to Form S-1 As filed with the Securities and Exchange Commission on April 26, 2011. Registration No. 333-173005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware 5411 56-1311233 (State or oth

April 26, 2011 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

Form 10-K Amendment Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 26, 2011 CORRESP

J.P. Morgan Securities LLC

Acceleration Request J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representatives of the several Underwriters c/o J.P. Morgan Securities LLC 383 Madison Avenue, Floor 38 New York, New York 10179 April 26, 2011 VIA FACSIMILE AND EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington D.C. 20549 Attn: Mr. H. Chri

April 26, 2011 CORRESP

The Fresh Market, Inc. 628 Green Valley Road, Suite 500 Greensboro, North Carolina 27408

The Fresh Market, Inc. 628 Green Valley Road, Suite 500 Greensboro, North Carolina 27408 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. H. Christopher Owings Mr. Robert W. Errett The Fresh Market, Inc. Registration Statement on Form S-1 File No. 333-166473 April 26, 2011 Dear Mr. Owings: Pursuant to Rule 46l of the Rules

April 26, 2011 CORRESP

The Fresh Market, Inc. Registration Statement on Form S-1 File No. 333-173005

The Fresh Market, Inc. Registration Statement on Form S-1 File No. 333-173005 April 26, 2011 Dear Mr. Owings: The Fresh Market, Inc. (the ?Company?) has filed today with the Securities and Exchange Commission (the ?Commission?), via EDGAR, Amendment No. 2 (?Amendment No. 2?) to its Registration Statement on Form S-1 (File No. 333-173005) (the ?Registration Statement?). This letter, together with A

April 18, 2011 S-1/A

As filed with the Securities and Exchange Commission on April 15, 2011.

S-1/A 1 ds1a.htm AMENDMENT NO. 1 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on April 15, 2011. Registration No. 333-173005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.1 TO Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Dela

April 18, 2011 EX-1.1

THE FRESH MARKET, INC (a Delaware corporation) 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENT

Exhibit 1.1 THE FRESH MARKET, INC (a Delaware corporation) 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: April [ ], 2011 THE FRESH MARKET, INC. (a Delaware Corporation) 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENT April [ ], 2011 J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representatives of the several Underwriters c/o J.P. Morgan

March 23, 2011 EX-10.2

CREDIT AGREEMENT Dated as of February 22, 2011 THE FRESH MARKET, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender L/C Issuer, The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, S

EX-10.2 2 dex102.htm CREDIT AGREEMENT, DATED AS OF FEBRUARY 22, 2011 Exhibit 10.2 Published CUSIP Number: 35803HAA5 CREDIT AGREEMENT Dated as of February 22, 2011 among THE FRESH MARKET, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Lead Arranger

March 23, 2011 S-1

As filed with the Securities and Exchange Commission on March 22, 2011.

S-1 1 ds1.htm FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on March 22, 2011. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE FRESH MARKET, INC. (Exact name of registrant as specified in its charter) Delaware 5411 56-1311233 (State or other jurisdict

March 22, 2011 EX-10.10

THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN

Exhibit 10.10 THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN SECTION 1. Purpose. The purpose of this 2010 Omnibus Incentive Compensation Plan (the ?Plan?) is to promote the interests of The Fresh Market, Inc. and its stockholders by (a) attracting and retaining exceptional directors, officers, employees and consultants (including prospective directors, officers, employees and cons

March 22, 2011 EX-3.2

BYLAWS THE FRESH MARKET, INC. AMENDED AND RESTATED AS OF NOVEMBER 5, 2010 ARTICLE I

Exhibit 3.2 BYLAWS OF THE FRESH MARKET, INC. AMENDED AND RESTATED AS OF NOVEMBER 5, 2010 ARTICLE I Offices SECTION 1.01. Registered Office. The registered office of The Fresh Market, Inc. (hereinafter the ?Corporation?) in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the resident agent in charge thereof shall be The Corporation Trust Company, or such other of

March 22, 2011 EX-4.2

ARTICLE I

Exhibit 4.2 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of November 4, 2010, by and among THE FRESH MARKET, INC., a Delaware corporation (the ?Company?), the Persons listed as Eligible Stockholders on Schedule 1 attached hereto and the Persons listed as Stockholder Representatives on Schedule 2 attached hereto. WHEREAS, the Company has filed a Registration Statement (

March 22, 2011 EX-10.7

THE FRESH MARKET, INC. SECOND AMENDED AND RESTATED SHADOW EQUITY BONUS AGREEMENT

Exhibit 10.7 THE FRESH MARKET, INC. SECOND AMENDED AND RESTATED SHADOW EQUITY BONUS AGREEMENT THIS SECOND AMENDED AND RESTATED SHADOW EQUITY BONUS AGREEMENT, is entered into as of the [date], by and between THE FRESH MARKET, INC., a North Carolina corporation (?TFM?) and [employee name], a [state of residence] resident (the ?Employee?). W I T N E S S E T H: WHEREAS, the Employee is a valued employ

March 22, 2011 EX-10.11

THE FRESH MARKET, INC. EMPLOYEE STOCK PURCHASE PLAN

Exhibit 10.11 THE FRESH MARKET, INC. EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of this Employee Stock Purchase Plan is to provide employees of The Fresh Market, Inc. and its subsidiaries with an opportunity to purchase shares of The Fresh Market, Inc. common stock through accumulated payroll deductions. The Plan is intended to qualify as an ?Employee Stock Purchase Plan? under Section 4

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