SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
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Ingram
Micro Inc.
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(Name
of Issuer)
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Class
A Common Stock, par value $0.01
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(Title
of Class of Securities)
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457153
10 4
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(CUSIP
Number)
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1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Martha
R. Ingram
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
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o
x
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
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NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
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5
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SOLE
VOTING POWER
331,046
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6
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SHARED
VOTING POWER
15,099,259
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|
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7
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SOLE
DISPOSITIVE POWER
331,046
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|
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8
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SHARED
DISPOSITIVE POWER
15,099,259
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,430,305
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|
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
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|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8%
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|
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12
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TYPE
OF REPORTING PERSON
IN
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1
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1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
QTIP
Marital Trust Created Under the E. Bronson Ingram Revocable
Trust
Agreement Dated January 4, 1995
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|
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
o
x
|
|
3
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SEC
USE ONLY
|
|
|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Tennessee
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NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5
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SOLE
VOTING POWER
15,099,259
|
|
6
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SHARED
VOTING POWER
-0-
|
|
|
7
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SOLE
DISPOSITIVE POWER
15,099,259
|
|
|
8
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SHARED
DISPOSITIVE POWER
-0-
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,099,259
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.6%
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|
|
12
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TYPE
OF REPORTING PERSON
OO
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2
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Item
1(a).
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Name
of Issuer:
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Ingram
Micro Inc. (the “Company”)
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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1600
E. St. Andrew Place
Santa
Ana, CA 92705
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Item
2(a).
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Name
of Person Filing:
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Martha
R. Ingram
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QTIP
Marital Trust Created Under the E. Bronson Ingram Revocable Trust
Agreement Dated January 4, 1995 (“QTIP Trust”)
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||
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In
accordance with Rule 13d-1(f)(1) under the Securities Exchange
Act of
1934, as amended (the “Exchange Act”), each person filing this statement
acknowledges that it is responsible for the completeness and accuracy
of
the information contained herein concerning that person but is
not
responsible for the completeness or accuracy of the information
concerning
the other persons making the filing, unless such person knows or
has
reason to believe that such information is inaccurate.
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Item
2(b).
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Address
of Principal Business Office or, if None,
Residence:
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The
business address of Martha R. Ingram is c/o Ingram Industries Inc.,
One
Belle Meade Place, 4400 Harding Road, Nashville, TN
37205.
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The
address of QTIP Trust is c/o Ingram Industries Inc., One Belle
Meade
Place, 4400 Harding Road, Nashville, TN 37205.
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Item
2(c).
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Citizenship:
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Each
of the persons filing this statement is a United States citizen,
corporation or limited partnership organized under the laws of
a state of
the United States or a trust created or governed under the laws
of a state
of the United States.
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Item
2(d).
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Title
of Class of Securities:
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Class
A Common Stock, par value $0.01 per
share
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Item
2(e).
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CUSIP
Number:
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457153
10 4
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3
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Item
3.
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Type
of Reporting Person:
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N/A
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Item
4.
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Ownership.
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Beneficial
Ownership
at
12/31/07
(1) (2)
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%
of
Common Stock
at
12/31/07 (2)
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Martha
R. Ingram
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15,430,305
(3)
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8.8%
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QTIP
Trust
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15,099,259
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8.6%
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(1)
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Each
person has sole voting and dispositive power with respect to the
shares
shown as beneficially owned, except as indicated
below.
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(2)
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Pursuant
to Rule 13d-3 promulgated under the Exchange Act, as used in this
table,
“beneficial ownership” means the sole or shared power to vote or direct
the voting or to dispose or direct the disposition of any
security. A person is deemed as of any date to have “beneficial
ownership” of any security that such person has a right to acquire within
60 days after such date. For purposes of calculating the
ownership percentage of any person named above, any securities
that any
person other than such person has the right to acquire within 60
days of
such date are not deemed to be
outstanding.
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(3)
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Includes
options exercisable for 95,212 shares of Common Stock held by Martha
R.
Ingram. Also includes the shares held by QTIP Trust, with
respect to which Martha R. Ingram acts as a trustee and shares
voting and
dispositive power.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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N/A
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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N/A
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4
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on by the Parent Holding Company.
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N/A
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Item
8.
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Identification
and Classification of Members of the Group.
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N/A
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Item
9.
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Notice
of Dissolution of Group.
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N/A
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Item
10.
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Certifications.
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N/A
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5
SIGNATURE
After
reasonable inquiry and to the best of the knowledge and belief of each of
the
undersigned, each of the undersigned certifies that the information set forth
in
this statement is true, complete and correct.
Date: February
11, 2008
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LILY
YAN AREVALO
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For
each of:
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Martha
R. Ingram
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Martha
R. Ingram as co-trustee for the QTIP MARITAL TRUST CREATED UNDER
THE E.
BRONSON INGRAM REVOCABLE TRUST AGREEMENT DATED JANUARY 4, 1995
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/s/ Lily Yan Arevalo
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Name: Lily
Yan Arevalo
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Title: Attorney-in-Fact
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6
Exhibit
Index
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Exhibit
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1.
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Names
of Reporting Persons
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2.
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Power
of Attorney for (A) Martha R. Ingram and (B) QTIP Marital Trust
Created
Under the E. Bronson Ingram Revocable Trust Agreement Dated January
4,
1995
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7
EXHIBIT
1
Names
of Reporting Persons
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1.
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Martha
R. Ingram
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2.
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QTIP
Marital Trust Created Under the E. Bronson Ingram Revocable Trust
Agreement Dated January 4, 1995
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EXHIBIT
2
Power
of Attorney
Know
all men by these presents, that
the undersigned hereby constitutes and appoints Lily Yan Arevalo, the
undersigned’s true and lawful attorneys-in-fact to:
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1.
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execute
for and on behalf of the undersigned, in such undersigned’s capacity as a
beneficial owner of stock of Ingram Micro Inc. (the "Company"), any
Schedule 13G or Schedule 13D, or any amendment thereto (collectively,
the
"Schedules") in accordance with the Securities Exchange Act of 1934
and
the rules thereunder;
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2.
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do
and perform any and all acts for and on behalf of the undersigned
which
may be necessary or desirable to complete and execute any such Schedules
and timely file such Schedules with the United States Securities
and
Exchange Commission and any stock exchange or similar authority;
and
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3.
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take
any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit
to, in
the best interest of, or legally required by, the undersigned, it
being
understood that the documents executed by such attorney-in-fact on
behalf
of the undersigned pursuant to this Power of Attorney shall be in
such
form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact’s
discretion.
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The
undersigned hereby grants to such
attorney-in-fact full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary or proper to be done in the exercise
of any rights and powers herein granted, as fully to all intents and purposes
as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the request
of
the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned’s responsibilities to comply with the Securities Exchange Act of
1934.
This
Power of Attorney shall remain in
full force and effect until the undersigned is no longer required to file
Schedules with respect to the undersigned’s holdings of and transactions in
securities issued by the Company,
unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
By
execution of this Power of Attorney,
the undersigned hereby revokes any previous Power of Attorney executed in favor
of any other entity or entities, person or persons for the purposes described
herein.
IN
WITNESS WHEREOF, the undersigned has
caused this Power of Attorney to be executed as of the 13th day of February,
2006.
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MARTHA
R. INGRAM
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By:
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Martha
R. Ingram
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QTIP
MARITAL TRUST CREATED UNDER THE E. BRONSON INGRAM REVOCABLE TRUST
AGREEMENT DATED JANUARY 4, 1995
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By:
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Name:
Martha R. Ingram
|
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Title:
Co-Trustee
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