Ingram Micro
Inc.
|
(Name
of Issuer)
|
Class A Common Stock, par value
$0.01
|
(Title
of Class of Securities)
|
457153 10
4
|
(CUSIP
Number)
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John
R. Ingram
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
o
x
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5.
|
SOLE VOTING POWER
260,500
|
6.
|
SHARED
VOTING POWER
6,675,727
|
|
7.
|
SOLE
DISPOSITIVE POWER
260,500
|
|
8.
|
SHARED
DISPOSITIVE POWER
6,675,727
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,936,227
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
x
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3%
|
|
12.
|
TYPE
OF REPORTING PERSON
IN
|
1.
|
NAMES
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
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
o
x
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Tennessee
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5.
|
SOLE
VOTING POWER
-0-
|
6.
|
SHARED
VOTING POWER
5,099,259
|
|
7.
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8.
|
SHARED
DISPOSITIVE POWER
5,099,259
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,099,259
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.2%
|
|
12.
|
TYPE
OF REPORTING PERSON
OO
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
E.
Bronson Ingram 1994 Charitable Lead Annuity
Trust
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
o
x
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Tennessee
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5.
|
SOLE
VOTING POWER
-0-
|
6.
|
SHARED
VOTING POWER
1,540,093
|
|
7.
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8.
|
SHARED
DISPOSITIVE POWER
1,540,093
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,540,093
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
|
|
12.
|
TYPE
OF REPORTING PERSON
OO
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The
Martha and Bronson Ingram
Foundation
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
o
x
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Tennessee
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
5.
|
SOLE
VOTING POWER
-0-
|
6.
|
SHARED
VOTING POWER
36,375
|
|
7.
|
SOLE
DISPOSITIVE POWER
-0-
|
|
8.
|
SHARED
DISPOSITIVE POWER
36,375
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,375
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.02%
|
|
12.
|
TYPE
OF REPORTING PERSON
OO
|
Item
1(a).
|
Name of
Issuer:
|
Item
1(b).
|
Address of Issuer’s Principal
Executive Offices:
|
Item
2(a).
|
Name of Person
Filing:
|
Item
2(b).
|
Address of Principal Business
Office or, if None,
Residence:
|
Item
2(c).
|
Citizenship:
|
Item
2(d).
|
Title of Class of
Securities:
|
Item
2(e).
|
CUSIP
Number:
|
Item 3.
|
Type of Reporting
Person:
|
Item 4.
|
Ownership.
|
Beneficial
Ownership
at
12/31/08 (1) (2)
|
%
of Common Stock
at
12/31/08 (2)
|
|
John
R. Ingram
|
6,936,227
(3)
|
4.3%
|
QTIP
Trust
|
5,099,259
|
3.2%
|
Charitable
Lead
|
1,540,093
|
1.0%
|
The
Ingram Foundation
|
36,375
|
0.02%
|
|
(1)
|
Each
person has sole voting and dispositive power with respect to the shares
shown as beneficially owned, except as indicated
below.
|
|
(2)
|
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.
|
|
(3)
|
Includes
options exercisable for 37,679 shares of Common Stock held by John R.
Ingram. Also includes the shares held by QTIP Trust, Charitable
Lead and The Ingram Foundation with respect to which John R. Ingram acts
as a trustee and shares voting and dispositive
power.
|
Item 5.
|
Ownership of Five Percent or
Less of a Class.
|
Item 6.
|
Ownership of More than Five
Percent on Behalf of Another
Person.
|
Item 7.
|
Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company.
|
Item 8.
|
Identification and
Classification of Members of the
Group.
|
Item 9.
|
Notice of Dissolution of
Group.
|
Item 10.
|
Certifications.
|
LILY
YAN AREVALO
|
|
For
each of:
|
|
John
R. Ingram
|
|
John
R. Ingram as co-trustee for the QTIP MARITAL TRUST CREATED UNDER THE E.
BRONSON INGRAM REVOCABLE TRUST AGREEMENT DATED JANUARY 4,
1995
|
|
John
R. Ingram as co-trustee for THE E. BRONSON INGRAM 1994 CHARITABLE LEAD
ANNUITY TRUST
|
|
John
R. Ingram as co-trustee for THE MARTHA AND BRONSON INGRAM
FOUNDATION
|
|
/s/
Lily Yan Arevalo
|
|
Name: Lily
Yan Arevalo
|
|
Title: Attorney-in-Fact
|
Exhibit
|
Page
|
|
1.
|
Names
of Reporting Persons
|
|
2.
|
Power
of Attorney for (A) John R. Ingram, (B) QTIP Marital Trust Created Under
the E. Bronson Ingram Revocable Trust Agreement Dated January 4, 1995, (C)
E. Bronson Ingram 1994 Charitable Lead Annuity Trust and (D) The John
Rivers Ingram Annuity Trust 2004
|
|
3.
|
Power
of Attorney for The Martha and Bronson Ingram Foundation
|
1.
|
John
R. Ingram
|
2.
|
QTIP
Marital Trust Created Under the E. Bronson Ingram Revocable Trust
Agreement Dated January 4, 1995
|
3.
|
E.
Bronson Ingram 1994 Charitable Lead Annuity Trust
|
4.
|
The
Martha and Bronson Ingram
Foundation
|
|
1.
|
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;
|
|
2.
|
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
|
|
3.
|
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.
|
JOHN
R. INGRAM
|
|||
By:
|
|
||
Name:
|
John
R. Ingram
|
||
QTIP
MARITAL TRUST CREATED UNDER THE E. BRONSON INGRAM REVOCABLE TRUST
AGREEMENT DATED JANUARY 4, 1995
|
|||
By:
|
|
||
Name:
|
John
R. Ingram
|
||
Title:
|
Co-Trustee
|
||
THE
E. BRONSON INGRAM 1994
CHARITABLE
LEAD ANNUITY TRUST
|
|||
By:
|
|
||
Name:
|
John
R. Ingram
|
||
Title:
|
Trustee
|
||
THE
JOHN RIVERS INGRAM ANNUITY TRUST 2004
|
|||
By:
|
|
||
Name:
|
John
R. Ingram
|
||
Title:
|
Trustee
|
|
1.
|
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;
|
|
2.
|
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
|
|
3.
|
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.
|
THE
MARTHA AND BRONSON INGRAM FOUNDATION
|
|||
By:
|
|
||
Name:
|
William
P. Morelli
|
||
Title:
|
Secretary
|