Edgar Filing: Gabor Teresa

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â Gabor Teresa

2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2010

3. Issuer Name and Ticker or Trading Symbol
FREDS INC [FRED]

(Last)

(First)

(Middle)

4300 NEW GETWELL ROAD

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice President

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MEMPHIS,Â TNÂ 38118

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,180 ⁽¹⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option on Class A Common Stock	03/11/2008⁽²⁾	09/11/2010⁽²⁾	Class A Common Stock	7,200 ⁽²⁾	$ 17.67	D	Â
Option on Class A Common Stock	05/19/2008⁽³⁾	09/19/2010⁽³⁾	Class A Common stock	1,800 ⁽³⁾	$ 20.6	D	Â
Option on Class A Common Stock	09/08/2009⁽⁴⁾	09/08/2011⁽⁴⁾	Class A Common Stock	3,000 ⁽⁴⁾	$ 14.6	D	Â
Option on Class A Common stock	03/21/2011⁽⁵⁾	03/21/2013⁽⁵⁾	Class A Common Stock	1,800 ⁽⁵⁾	$ 13.25	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gabor Teresa 4300 NEW GETWELL ROAD MEMPHIS,Â TNÂ 38118	Â	Â	Â Vice President	Â

Signatures

Anita Ryan by power of attorney		05/13/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	The employee has received shares with a restriction that will lapse 1/4 per year based on achievement of current year EPS and achievement of progressive increases in each subsequent year. Shares granted 5/3/2010.
(2)	Employee received 7200 options on 03/11/2003 to purchase FRED at $17.67. This is fully vested and expires 9/11/2010.
(3)	Employee received 1800 options on 05/19/2003 to purchase FRED at $20.60. They are fully vested and expire 9/19/2010.
(4)	Employee received 3000 options on 9/8/2004 to purchase FRED at $14.60. They are fully vested and expire 9/8/2011
(5)	Employee received 1800 options on 3/21/2006 to purchase FRED at $13.25. 1440 are fully vested with the remainder to vest 03/21/2011 and all expire 03/21/2013

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