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

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

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(Print or Type Responses)

1. Name and Address of Reporting Person * Duggan Scott F.   2. Issuer Name and Ticker or Trading Symbol Fresh Market, Inc. [TFM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) SVP General Counsel (Last) (First) (Middle) 628 GREEN VALLEY ROAD, SUITE 500 3. Date of Earliest Transaction (Month/Day/Year) 03/20/2013 (Street) GREENSBORO, NC 27408 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock 03/20/2013   A   2,637 (1) A $ 0 4,470 D   Common stock 03/20/2013   A   8,792 (2) A $ 0 13,262 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options to purchase

$ 42.65

03/20/2013

A

9,328

(3)

(4)

Common stock

9,328

$ 0

65,757

D

Performance Share Units

(5)

03/20/2013

A

2,637

(5)

(5)

Common stock

2,637

$ 0

2,637

D

Reporting Owners

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

Signatures

/s/ Eric Hardin, attorney-in-fact		03/22/2013
**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)	Restricted stock under The Fresh Market, Inc. 2010 Omnibus Incentive Compensation Plan. The shares represented by this award will vest in 25% increments on the first, second, third and fourth anniversaries of the grant date. Includes the right to have shares withheld to satisfy tax withholding obligations upon vesting.
(2)	Restricted stock under The Fresh Market, Inc. 2010 Omnibus Incentive Compensation Plan. The shares represented by this award will vest on the third anniversary of the grant date. Includes the right to have shares withheld to satisfy tax withholding obligations upon exercise.
(3)	The options will vest in 25% increments on the first, second, third, and fourth anniversaries of the grant date.
(4)	The options expire upon the earlier of (a) the tenth anniversary of the date of the grant and (b) three months after the holder of the option terminates employment with The Fresh Market, subject to provisions for termination for cause, retirement, death, and disability.
(5)	The performance share units (PSU's) represent the contingent right to receive shares of common stock of The Fresh Market, Inc. in the event that certain performance goals are satisfied. The number of PSU's stated above represents the target amount of shares of common stock that may be received; the actual number of shares may be higher or lower than the target depending on the extent to which the threshold and target performance goals are met or exceeded. The performance goals are based on the Company's cumulative earnings per share, on an excluded items basis, over a three year performance period ending January 31, 2016. The PSU's include the right to have shares withheld to satisfy tax withholding obligations upon vesting.

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