SEC FORM 3

SEC Form 3

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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1. Name and Address of Reporting Person^*

Throgmartin Gregg W.

(Last)

(First)

(Middle)

4151 EAST 96TH STREET

(Street)

INDIANAPOLIS

46240

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2008

3. Issuer Name and Ticker or Trading Symbol
hhgregg, Inc. [ HGG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Store Operations

5. If Amendment, Date of 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

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)
Common Stock, par value $0.0001 per share	1,432,806	D

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to Purchase Common Stock	^{( 1 )}	07/26/2012	Common Stock	130,000	5	D
Option to Purchase Common Stock	^{( 1 )}	07/26/2012	Common Stock	65,000	7.5	D
Option to Purchase Common Stock	^{( 1 )}	07/26/2012	Common Stock	65,000	10	D
Option to Purchase Common Stock	^{( 2 )}	09/08/2013	Common Stock	8,000	5.85	D
Option to Purchase Common Stock	^{( 3 )}	07/19/2014	Common Stock	30,000	13	D

Explanation of Responses:

1. 1/3 of the options became exercisable on 07/26/2006, 1/3 of the options became exercisable on 07/26/2007 and 1/3 of the options will become exercisable on 07/26/2008.

2. 1/3 of the options became exercisable on 09/08/2007, 1/3 of the options will become exercisable on 09/08/2008 and 1/3 of the options will become exercisable on 09/08/2009.

3. 1/3 of the options will become exercisable on 07/19/2008, 1/3 of the options will become exercisable on 07/19/2009 and 1/3 of the options will become exercisable on 07/19/2010.

	/s/ Gregg W. Throgmartin	06/03/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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