FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * WOLTZ H O III   2. Issuer Name and Ticker or Trading Symbol INSTEEL INDUSTRIES INC [IIIN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, President and CEO (Last) (First) (Middle) 1373 BOGGS DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 03/07/2016 (Street) MOUNT AIRY, NC 27030 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/07/2016   S   25,682 D $ 26.1113 494,118 D   Common Stock 03/07/2016   S   3,379 D $ 26.1075 155,324 I Co-trustee of trusts for the benefit of children of H. O. Woltz III and Edwin M Woltz Common Stock 03/07/2016   S   2,800 D $ 26.111 120,452 I Co-trustee of Trusts created by Estate of Howard O. Woltz, Jr. Common Stock 03/08/2016   S   24,785 D $ 26.2762 469,333 D   Common Stock 03/09/2016   S   17,150 D $ 26.2114 452,183 D   Common Stock (Restricted Stock Units)               45,294 D   Common Stock               81,222 I co-trustee of Woltz Foundation

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$ 23.95							(1)	02/11/2026	Common Stock	17,261		17,261	D
Stock Option (Right to Buy)	$ 18.05							(1)	08/17/2025	Common Stock	22,971		22,971	D
Stock Option (Right to Buy)	$ 21.96							(1)	02/17/2025	Common Stock	19,355		19,355	D
Common Stock (Right to Buy)	$ 20.5							(1)	08/12/2024	Common Stock	21,216		21,216	D
Common Stock (Right to Buy)	$ 19.08							(1)	02/12/2024	Common Stock	21,645		21,645	D
Stock Option (Right to Buy)	$ 17.22							(1)	08/12/2023	Common Stock	21,583		21,583	D
Stock Option (Right to Buy)	$ 16.45							(1)	02/12/2023	Common Stock	20,921		20,921	D
Stock Option (Right to Buy)	$ 16.69							(1)	08/19/2018	Common Stock	15,957		15,957	D
Stock Option (Right to Buy)	$ 17.11							(1)	02/13/2017	Common Stock	14,395		14,395	D
Stock Option (Right to Buy)	$ 20.27							(1)	08/13/2017	Common Stock	11,878		11,878	D
Stock Option (Right to Buy)	$ 20.26							(1)	08/14/2016	Common Stock	6,369		6,369	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WOLTZ H O III 1373 BOGGS DRIVE MOUNT AIRY, NC 27030	X		Chairman, President and CEO

Signatures

James F. Petelle for H. O. Woltz III		03/09/2016
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Options vest 1/3 annually beginning one year from grant date.

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