PTRY / Pantry Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Pantry Inc
US
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

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CIK 915862
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Pantry Inc
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
February 9, 2017 SC 13G/A

PTRY / Pantry Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* PANTRY INC (Name of Issuer) Common Stock (Title of Class of Securities) 698657103 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

February 9, 2016 SC 13G/A

PTRY / Pantry Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* PANTRY INC (Name of Issuer) Common Stock (Title of Class of Securities) 698657103 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

March 26, 2015 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Numbers 000-25813, 333-186199 THE PANTRY, INC. (Exact name of registrant as

March 17, 2015 SC 13D/A

PTRY / Pantry Inc / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) The Pantry, Inc. (Name of Issuer) Common Stock, par value $.01 par value (Title of Class of Securities) 698657103 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Pers

March 16, 2015 S-8 POS

As filed with the Securities and Exchange Commission on March 16, 2015

S-8 POS As filed with the Securities and Exchange Commission on March 16, 2015 Registration No.

March 16, 2015 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 16, 2015 Date of Report (date of earliest event reported) THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File Num

March 16, 2015 S-8 POS

As filed with the Securities and Exchange Commission on March 16, 2015

S-8 POS As filed with the Securities and Exchange Commission on March 16, 2015 Registration No.

March 13, 2015 EX-99.1

HSR ACT WAITING PERIOD EXPIRES FOR MERGER BETWEEN THE PANTRY AND ALIMENTATION COUCHE-TARD

HSR ACT WAITING PERIOD EXPIRES FOR MERGER BETWEEN THE PANTRY AND ALIMENTATION COUCHE-TARD Cary, North Carolina - March 13, 2015 - The Pantry, Inc.

March 13, 2015 8-K

Financial Statements and Exhibits, Other Events

8-K 1 a03-13x2015form8xk.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2015 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of i

March 10, 2015 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2015 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File Nu

March 10, 2015 EX-99.1

THE PANTRY STOCKHOLDERS APPROVE MERGER WITH ALIMENTATION COUCHE-TARD

THE PANTRY STOCKHOLDERS APPROVE MERGER WITH ALIMENTATION COUCHE-TARD Cary, North Carolina - March 10, 2015 - The Pantry, Inc.

February 26, 2015 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2015 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File

February 26, 2015 EX-99.1

THE PANTRY Receives Recommendations from ISS AND GLASS LEWIS that STOCKholders Vote “FOR” the Agreement and Plan of Merger with ALIMENTATION COUCHE-TARD

Exhibit 99.1 THE PANTRY Receives Recommendations from ISS AND GLASS LEWIS that STOCKholders Vote “FOR” the Agreement and Plan of Merger with ALIMENTATION COUCHE-TARD Cary, North Carolina - February 26, 2015 - The Pantry, Inc. (NASDAQ: PTRY) today announced that the two leading independent proxy advisory firms - Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) -

February 13, 2015 SC 13G/A

PTRY / Pantry Inc / PRICE T ROWE ASSOCIATES INC /MD/ - PTRY AS OF 12/31/2014 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) PANTRY INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 698657103 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed:

February 10, 2015 SC 13D/A

PTRY / Pantry Inc / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) The Pantry, Inc. (Name of Issuer) Common Stock, par value $.01 par value (Title of Class of Securities) 698657103 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Pers

February 6, 2015 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2015 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File

February 6, 2015 EX-99.1

THE PANTRY ANNOUNCES DATE FOR SPECIAL MEETING OF STOCKHOLDERS TO VOTE ON PROPOSED MERGER WITH ALIMENTATION COUCHE-TARD

Exhibit 99.1 THE PANTRY ANNOUNCES DATE FOR SPECIAL MEETING OF STOCKHOLDERS TO VOTE ON PROPOSED MERGER WITH ALIMENTATION COUCHE-TARD Cary, North Carolina - February 6, 2015 - The Pantry, Inc. (NASDAQ: PTRY) today announced that it has scheduled a special meeting of The Pantry stockholders for March 10, 2015 to consider and vote upon the previously announced proposed merger with a U.S. subsidiary of

February 5, 2015 DEFM14A

PTRY / Pantry Inc DEFM14A - - DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 5, 2015 SC 13G/A

PTRY / Pantry Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* PANTRY INC (Name of Issuer) Common Stock (Title of Class of Securities) 698657103 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

January 29, 2015 10-Q

PTRY / Pantry Inc 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 25, 2014 Commission file number: 000-25813 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 56-1574463 (State or other jurisdiction of incor

January 29, 2015 EX-99.1

THE PANTRY ANNOUNCES FIRST QUARTER FISCAL 2015 RESULTS

Exhibit 99.1 Contact: Clyde Preslar (919) 774-6700 THE PANTRY ANNOUNCES FIRST QUARTER FISCAL 2015 RESULTS Cary, North Carolina, January 29, 2015 - The Pantry, Inc. (NASDAQ: PTRY), a leading independently operated convenience store chain in the southeastern U.S., today announced financial results for its fiscal first quarter ended December 25, 2014. First Quarter Summary: • As previously announced,

January 29, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2015 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File

January 23, 2015 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 25, 2014 Commission file nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 25, 2014 Commission file number: 000-25813 THE PANTRY, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 56-1574463 (State or Other Jurisdiction of Incorporat

January 13, 2015 PREM14A

PTRY / Pantry Inc PREM14A - - PREM14A

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

December 29, 2014 SC 13D

PTRY / Pantry Inc / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 The Pantry, Inc. (Name of Issuer) Common Stock, par value $.01 par value (Title of Class of Securities) 698657103 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to R

December 18, 2014 EX-99.1

Alimentation Couche-Tard Inc. and The Pantry, Inc. Announce Definitive Merger Agreement Strengthening Couche-Tard’s Position in Attractive Southeastern and Gulf Coast United States

EX-99.1 4 d839736dex991.htm EX-99.1 Exhibit 99.1 Alimentation Couche-Tard Inc. and The Pantry, Inc. Announce Definitive Merger Agreement Strengthening Couche-Tard’s Position in Attractive Southeastern and Gulf Coast United States Laval, Québec, Canada and Cary, NC – December 18, 2014 – Alimentation Couche-Tard Inc. (TSX: ATD.A ATD.B), (“Couche-Tard”), and The Pantry, Inc. (NASDAQ: PTRY), today ann

December 18, 2014 EX-3.1

AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF THE PANTRY, INC. (As amended effective December 17, 2014)

EX-3.1 Exhibit 3.1 AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF THE PANTRY, INC. (As amended effective December 17, 2014) Section 7.6. Forum for Adjudication of Disputes. Unless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation; (ii) any action asserting a claim

December 18, 2014 DEFA14A

PTRY / Pantry Inc DEFA14A - - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 17, 2014 THE PANTRY, INC.

December 18, 2014 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 17, 2014 THE PANTRY, INC.

December 18, 2014 EX-2.1

AGREEMENT AND PLAN OF MERGER COUCHE-TARD U.S. INC. CT-US ACQUISITION CORP. THE PANTRY, INC. Dated as of December 18, 2014 TABLE OF CONTENTS Page ARTICLE I. THE MERGER 1 Section 1.1. The Merger 1 Section 1.2. Closing 1 Section 1.3. Effective Time 2 Se

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among COUCHE-TARD U.S. INC. CT-US ACQUISITION CORP. and THE PANTRY, INC. Dated as of December 18, 2014 TABLE OF CONTENTS Page ARTICLE I. THE MERGER 1 Section 1.1. The Merger 1 Section 1.2. Closing 1 Section 1.3. Effective Time 2 Section 1.4. Effects of the Merger 2 Section 1.5. Certificate of Incorporation and By-laws of the Survivi

December 18, 2014 EX-99.1

Alimentation Couche-Tard Inc. and The Pantry, Inc. Announce Definitive Merger Agreement Strengthening Couche-Tard’s Position in Attractive Southeastern and Gulf Coast United States

EX-99.1 4 d839736dex991.htm EX-99.1 Exhibit 99.1 Alimentation Couche-Tard Inc. and The Pantry, Inc. Announce Definitive Merger Agreement Strengthening Couche-Tard’s Position in Attractive Southeastern and Gulf Coast United States Laval, Québec, Canada and Cary, NC – December 18, 2014 – Alimentation Couche-Tard Inc. (TSX: ATD.A ATD.B), (“Couche-Tard”), and The Pantry, Inc. (NASDAQ: PTRY), today ann

December 18, 2014 EX-2.1

AGREEMENT AND PLAN OF MERGER COUCHE-TARD U.S. INC. CT-US ACQUISITION CORP. THE PANTRY, INC. Dated as of December 18, 2014 TABLE OF CONTENTS Page ARTICLE I. THE MERGER 1 Section 1.1. The Merger 1 Section 1.2. Closing 1 Section 1.3. Effective Time 2 Se

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among COUCHE-TARD U.S. INC. CT-US ACQUISITION CORP. and THE PANTRY, INC. Dated as of December 18, 2014 TABLE OF CONTENTS Page ARTICLE I. THE MERGER 1 Section 1.1. The Merger 1 Section 1.2. Closing 1 Section 1.3. Effective Time 2 Section 1.4. Effects of the Merger 2 Section 1.5. Certificate of Incorporation and By-laws of the Survivi

December 18, 2014 EX-3.1

AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF THE PANTRY, INC. (As amended effective December 17, 2014)

EX-3.1 3 d839736dex31.htm EX-3.1 Exhibit 3.1 AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF THE PANTRY, INC. (As amended effective December 17, 2014) Section 7.6. Forum for Adjudication of Disputes. Unless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation; (ii) an

December 10, 2014 EX-10.2

THE PANTRY, INC. AWARD AGREEMENT (Awarding Performance-Based Cash to [[FIRSTNAME]] [[LASTNAME]])

EX-10.2 3 exhibit102-formofperforman.htm PERFORMANCE-BASED CASH Exhibit 10.2 THE PANTRY, INC. AWARD AGREEMENT (Awarding Performance-Based Cash to [[FIRSTNAME]] [[LASTNAME]]) THIS AWARD AGREEMENT (this “Agreement”) is dated as of [[AWARDDATE]] (the “Award Date”) by and between The Pantry, Inc., a Delaware corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (“Participant”) pursuant to The Pa

December 10, 2014 EX-10.1

The Pantry, Inc. Annual Incentive Program (As amended and approved on December 5, 2014)

EX-10.1 2 exhibit101-annualincentive.htm ANNUAL INCENTIVE PLAN Exhibit 10.1 The Pantry, Inc. Annual Incentive Program (As amended and approved on December 5, 2014) The Pantry, Inc. Annual Incentive Program (the “Program”) is a compensatory program under The Pantry, Inc. 2007 Omnibus Plan that was originally established on November 25, 2008 by the Compensation and Organization Committee (the “Commi

December 10, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2014 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File

December 10, 2014 EX-10.3

THE PANTRY, INC. AWARD AGREEMENT (Awarding Performance-Based Restricted Stock to [[FIRSTNAME]] [[LASTNAME]])

Exhibit 10.3 THE PANTRY, INC. AWARD AGREEMENT (Awarding Performance-Based Restricted Stock to [[FIRSTNAME]] [[LASTNAME]]) THIS AWARD AGREEMENT (this “Agreement”) is dated as of [[GRANTDATE]] (the “Grant Date”) by and between The Pantry, Inc., a Delaware corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (“Participant”) pursuant to The Pantry, Inc. 2007 Omnibus Plan (the “Plan”). All capit

December 9, 2014 EX-99.2

The Pantry, Inc. Fiscal Year 2014 Fourth Quarter Earnings Call Tuesday, December 9, 2014 Exhibit 99.2 Slide 2 Safe Harbor Statement Some of the statements in this presentation constitute “forward-looking statements” within the meaning of the Private

EX-99.2 3 q4fy2014pantryincearning.htm EARNINGS CALL PRESENTATION The Pantry, Inc. Fiscal Year 2014 Fourth Quarter Earnings Call Tuesday, December 9, 2014 Exhibit 99.2 Slide 2 Safe Harbor Statement Some of the statements in this presentation constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than those of histori

December 9, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 25, 2014 Commission File Number: 000-25813 THE

10-K 1 a09-25x2014xform10xk.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 25, 2014 Commission File Number: 000-25813 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 56-1574463 (State

December 9, 2014 EX-21.1

Subsidiary Name of Subsidiary State of Incorporation Cellarium Insurance Company, Inc. North Carolina

EX-21.1 4 exhibit211-subsidiaryofthe.htm SUBSIDIARY OF THE PANTRY, INC. Exhibit 21.1 Subsidiary Name of Subsidiary State of Incorporation Cellarium Insurance Company, Inc. North Carolina

December 9, 2014 EX-12.1

Ratio of Earnings to Fixed Charges (Dollars in thousands, except ratio amounts) September 25, 2014 September 26, 2013 September 27, 2012 September 29, 2011 September 30, 2010 (b) Earnings (loss) before income taxes $ 19,453 $ (8,813 ) $ (5,554 ) $ 14

Exhibit 12.1 Ratio of Earnings to Fixed Charges (Dollars in thousands, except ratio amounts) September 25, 2014 September 26, 2013 September 27, 2012 September 29, 2011 September 30, 2010 (b) Earnings (loss) before income taxes $ 19,453 $ (8,813 ) $ (5,554 ) $ 14,642 $ (236,883 ) Fixed charges: Interest expense, including amortization of deferred financing costs 85,226 88,811 84,219 87,654 88,386

December 9, 2014 EX-10.65

FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTEED SUPPLY AGREEMENT

Exhibit 10.65 FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTEED SUPPLY AGREEMENT This is a First Amendment to the Amended and Restated Guaranteed Supply Agreement (?Amendment?) dated June 25, 2014 and made effective on January 1, 2014 by and between Marathon Petroleum Company LP, a Delaware limited partnership with offices at 539 South Main Street, Findlay, Ohio 45840 (?MPC?) and The Pantry, Inc.

December 9, 2014 EX-99.1

THE PANTRY ANNOUNCES FOURTH QUARTER AND FISCAL 2014 RESULTS

Exhibit 99.1 Contact: Clyde Preslar (919) 774-6700 THE PANTRY ANNOUNCES FOURTH QUARTER AND FISCAL 2014 RESULTS Cary, North Carolina, December 9, 2014 - The Pantry, Inc. (NASDAQ: PTRY), a leading independently operated convenience store chain in the southeastern U.S., today announced financial results for its fiscal fourth quarter and fiscal year ended September 25, 2014. Fourth Quarter Summary: •

December 9, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2014 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File

October 7, 2014 EX-99.1

The Pantry Presents Preliminary Results at the Wells Fargo 2014 Convenience Store Forum

EX-99.1 2 exhibit991-10x07x2014press.htm EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 The Pantry Presents Preliminary Results at the Wells Fargo 2014 Convenience Store Forum CARY, N.C., Oct. 7, 2014 (GLOBE NEWSWIRE)- Dennis Hatchell, Chief Executive Officer of The Pantry, Inc. (Nasdaq:PTRY), will be speaking to the investment community today at the Wells Fargo Securities Research, Economics & Strategy

October 7, 2014 EX-99.2

The Pantry, Inc. 2014 Convenience Store Forum Wells Fargo Securities Las Vegas, NV – October 7, 2014 Exhibit 99.2 Forward Looking Statements and Non-GAAP Measures Some of the statements in this presentation constitute “forward-looking statements” wit

EX-99.2 3 nacswfcstoreforumpresent.htm EXHIBIT 99.2 SLIDE PRESENTATION The Pantry, Inc. 2014 Convenience Store Forum Wells Fargo Securities Las Vegas, NV – October 7, 2014 Exhibit 99.2 Forward Looking Statements and Non-GAAP Measures Some of the statements in this presentation constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All st

October 7, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a10-07x2014form8xk.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2014 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of

July 30, 2014 EX-99.2

The Pantry, Inc. Fiscal Year 2014 Third Quarter Earnings Call Wednesday, July 30, 2014 Exhibit 99.2 Slide 2 Safe Harbor Statement Some of the statements in this presentation constitute “forward-looking statements” within the meaning of the Private Se

q3fy2014pantryincearning The Pantry, Inc. Fiscal Year 2014 Third Quarter Earnings Call Wednesday, July 30, 2014 Exhibit 99.2 Slide 2 Safe Harbor Statement Some of the statements in this presentation constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than those of historical facts included herein, including those

July 30, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a06262014-form8xk.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2014 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of inc

July 30, 2014 EX-10.1

THE PANTRY, INC. AWARD AGREEMENT (Awarding Restricted Stock to [[FIRSTNAME]] [[LASTNAME]])

EX-10.1 2 exhibit101-restrictedstock.htm EXHIBIT 10.1 Exhibit 10.1 THE PANTRY, INC. AWARD AGREEMENT (Awarding Restricted Stock to [[FIRSTNAME]] [[LASTNAME]]) THIS AWARD AGREEMENT (this “Agreement”) is dated as of the [[GRANTDATE]] (the “Grant Date”) by and between The Pantry, Inc., a Delaware corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (“Participant”) pursuant to The Pantry, Inc. 2

July 30, 2014 EX-10.2

THE PANTRY, INC. AWARD AGREEMENT (Awarding Performance-Based Restricted Stock to [[FIRSTNAME]] [[LASTNAME]])

Exhibit 10.2 THE PANTRY, INC. AWARD AGREEMENT (Awarding Performance-Based Restricted Stock to [[FIRSTNAME]] [[LASTNAME]]) THIS AWARD AGREEMENT (this “Agreement”) is dated as of [[GRANTDATE]] (the “Grant Date”) by and between The Pantry, Inc., a Delaware corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (“Participant”) pursuant to The Pantry, Inc. 2007 Omnibus Plan (the “Plan”). All capit

July 30, 2014 EX-99.1

THE PANTRY ANNOUNCES THIRD QUARTER FISCAL 2014 RESULTS

Exhibit 99.1 Contact: Clyde Preslar (919) 774-6700 THE PANTRY ANNOUNCES THIRD QUARTER FISCAL 2014 RESULTS Cary, North Carolina, July 30, 2014 - The Pantry, Inc. (NASDAQ: PTRY), a leading independently operated convenience store chain in the southeastern U.S., today announced financial results for its fiscal third quarter ended June 26, 2014. Third Quarter Summary: • Net income was $14.0 million or

July 30, 2014 EX-10.3

EMPLOYMENT AGREEMENT

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by THE PANTRY, INC., a Delaware corporation (the “Corporation”) and Gordon Schmidt (the “Employee”) and shall be effective as of April 17, 2014 (the “Effective Date”). The Corporation desires to employ Employee and Employee desires to accept such employment on the terms set forth below. In considerat

July 30, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 26, 2014 Commission file number: 000-25813 T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 26, 2014 Commission file number: 000-25813 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 56-1574463 (State or other jurisdiction of incorpora

May 23, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2014 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File Numb

May 23, 2014 EX-99.1

Ross Pillari Joins Board Of The Pantry, Inc.

Exhibit 99.1 Ross Pillari Joins Board Of The Pantry, Inc. Cary, N.C., May 23, 2014 (GLOBE NEWSWIRE) - The Pantry, Inc. (Nasdaq:PTRY), a leading independently operated convenience store chain in the southeastern U.S., today announced that Ross Pillari will join the company’s board of directors effective May 21, 2014. “We are very excited to have Ross Pillari join our board of directors,” said the C

May 1, 2014 EX-10.4

The Pantry, Inc. Board of Directors' Compensation Program Sixth Amendment

Exhibit 10.4 The Pantry, Inc. Board of Directors' Compensation Program Sixth Amendment The Compensation Program for designated independent members of the Board of Directors is as follows: Quarterly Retainer: $7,500 paid in cash on a calendar quarterly basis, prorated as applicable. Committee Chair Retainer: The following additional amounts in cash on a calendar quarterly basis for each committee c

May 1, 2014 EX-10.3

DISTRIBUTION SERVICE AGREEMENT

Exhibit 10.3 DISTRIBUTION SERVICE AGREEMENT This Distribution Service Agreement is entered into effective as of the Effective Date between The Pantry, Inc., a Delaware corporation ("The Pantry") and McLane Company, Inc., a Texas corporation ("McLane"). ARTICLE 1 SCOPE OF AGREEMENT 1.1 Exclusive Purchase and Supply. The Pantry Entities shall purchase from McLane, and McLane shall sell to The Pantry

May 1, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 27, 2014 Commission file number: 000-25813

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 27, 2014 Commission file number: 000-25813 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 56-1574463 (State or other jurisdiction of incorpor

May 1, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2014 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File Numbe

May 1, 2014 EX-99.1

THE PANTRY ANNOUNCES SECOND QUARTER FISCAL 2014 RESULTS

Exhibit 99.1 Contact: Andrew Hinton (919) 774-6700 THE PANTRY ANNOUNCES SECOND QUARTER FISCAL 2014 RESULTS Cary, North Carolina, May 1, 2014 - The Pantry, Inc. (NASDAQ: PTRY), a leading independently operated convenience store chain in the southeastern U.S., today announced financial results for its fiscal second quarter ended March 27, 2014. Second Quarter Summary: • Net loss was $10.3 million or

May 1, 2014 EX-10.1

The Pantry, Inc. Fiscal 2014 RooMax Incentive Award Program

Exhibit 10.1 The Pantry, Inc. Fiscal 2014 RooMax Incentive Award Program The Pantry, Inc. RooMax Incentive Award Program (the ?Program?) is an incentive award program for Named Executive Officers (?NEOs?), other than the CEO, for the 2014 fiscal year and is in addition to The Pantry?s 2014 Annual Incentive Plan. The Program provides for the potential of performance-based cash awards to certain of

May 1, 2014 EX-10.2

FOURTH Amendment to Distribution Service Agreement

Exhibit 10.2 FOURTH Amendment to Distribution Service Agreement This Fourth Amendment to Distribution Service Agreement is entered into effective as of March 31, 2014 (“Effective Date”) by and between The Pantry, Inc. (“Pantry”), and McLane Company, Inc. (“McLane”), and amends the Distribution Service Agreement between them dated August 1, 2008 and all amendments thereto (as previously amended, th

May 1, 2014 EX-99.2

The Pantry, Inc. Fiscal Year 2014 Second Quarter Earnings Call Thursday, May 1, 2014 Exhibit 99.2 Slide 2 Safe Harbor Statement Some of the statements in this presentation constitute “forward-looking statements” within the meaning of the Private Secu

EX-99.2 3 q2fy2014pantryincearning.htm EARNINGS CALL SLIDES The Pantry, Inc. Fiscal Year 2014 Second Quarter Earnings Call Thursday, May 1, 2014 Exhibit 99.2 Slide 2 Safe Harbor Statement Some of the statements in this presentation constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than those of historical facts

March 31, 2014 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2014 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File Nu

March 19, 2014 EX-99.1

The Pantry Announces Preliminary Results of Annual Meeting of Stockholders

Exhibit 99.1 Contact: Andrew Hinton (919) 774-6700 The Pantry Announces Preliminary Results of Annual Meeting of Stockholders The Pantry, Inc. (PTRY), a leading independently operated convenience store chain in the southeastern U.S., today announced that, based on a preliminary vote count provided by its proxy solicitor following the Annual Meeting of Stockholders, stockholders have voted to elect

March 19, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2014 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File Nu

March 6, 2014 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro

March 5, 2014 DFAN14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide

March 3, 2014 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro

March 3, 2014 DFAN14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide

March 3, 2014 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro

February 28, 2014 DFAN14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide

February 28, 2014 DEFA14A

- DEFA 14A

DEFA 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pr

February 25, 2014 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro

February 25, 2014 DFAN14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide

February 20, 2014 DEFA14A

- DEFA14A

DEFA14A 1 d677995ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule

February 20, 2014 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro

February 20, 2014 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro

February 19, 2014 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide

February 19, 2014 DFAN14A

EXHIBIT 1: INVESTOR PRESENTATION

February 14, 2014 DEFC14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confidential, for Use of

February 14, 2014 CORRESP

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O L S H A N PARK AVENUE TOWER ● 65 EAST 55TH STREET ● NEW YORK, NEW YORK 10022 TELEPHONE: 212.

February 13, 2014 SC 13G

PTRY / Pantry Inc / PRICE T ROWE ASSOCIATES INC /MD/ - PTRY AS OF 12/31/2013 Passive Investment

SC 13G 1 ptry13gdec13.htm PTRY AS OF 12/31/2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PANTRY INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 698657103 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate th

February 13, 2014 CORRESP

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O L S H A N PARK AVENUE TOWER ● 65 EAST 55TH STREET ● NEW YORK, NEW YORK 10022 TELEPHONE: 212.

February 13, 2014 DEFC14A

- DEFC14A

DEFC14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Pro

February 13, 2014 DEFA14A

- DEFA14A

DEFA14A 1 d657694ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule

February 13, 2014 PRRN14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ¨ Confid

February 12, 2014 SC 13G/A

PTRY / Pantry Inc / VANGUARD GROUP INC Passive Investment

pantryincthe.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Pantry Inc/The Title of Class of Securities: Common Stock CUSIP Number: 698657103 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to desig

February 10, 2014 SC 13G/A

PTRY / Pantry Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PANTRY INC (Name of Issuer) Common Stock (Title of Class of Securities) 698657103 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

February 7, 2014 CORRESP

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CORRESP The Pantry, Inc. P.O. Box 8019 305 Gregson Drive Cary, NC 27511 (919) 774-6700 February 7, 2014 VIA EDGAR SUBMISSION Mr. Geoff Kruczek Attorney-Advisor Office of Mergers & Acquisitions United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: The Pantry, Inc. Preliminary Proxy Statement Filed January 29, 2014 Soliciting Materials Filed Pursuant to Rule 14

February 7, 2014 PRER14A

- PRER14A

PRER14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro

February 6, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2014 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File

February 5, 2014 DFAN14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide

February 5, 2014 SC 13G/A

PTRY / Pantry Inc / LMCG INVESTMENTS, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Pantry Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 698657103 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

February 3, 2014 PREC14A

- PREC14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ¨ Confide

January 30, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2014 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File

January 30, 2014 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro

January 30, 2014 EX-10.3

EMPLOYMENT AGREEMENT

EX-10.3 4 exhibit103-zodikoffemploym.htm EXHIBIT 10.3 - ZODIKOFF EMPLOYMENT AGREEMENT Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by THE PANTRY, INC., a Delaware corporation (the “Corporation”) and David Zodikoff (the “Employee”) and shall be effective as of January 13, 2014 (the “Effective Date”). The Corporation desires to employ Employee an

January 30, 2014 EX-10.1

SECOND AMENDMENT TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 SECOND AMENDMENT TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 20, 2013, is by and among THE PANTRY, INC., a Delaware corporation, (the “Borrower”), the Guarantors (as defined below) party hereto, the Lenders (as defined below) party hereto, and WELLS FARGO BANK, NA

January 30, 2014 EX-10.2

THIRD AMENDMENT TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.2 THIRD AMENDMENT TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of January 14, 2014, is by and among THE PANTRY, INC., a Delaware corporation, (the “Borrower”), the Guarantors (as defined below) party hereto, the Lenders (as defined below) party hereto, and WELLS FARGO BANK, NATIO

January 30, 2014 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

January 30, 2014 EX-99.2

The Pantry, Inc. Fiscal Year 2014 First Quarter Earnings Call Thursday, January 30, 2013 Exhibit 99.2 Slide 2 Safe Harbor Statement Some of the statements in this presentation constitute “forward-looking statements” within the meaning of the Private

EX-99.2 3 q1fy2014pantryincearning.htm EXHIBIT 99.2 - EARNINGS CALL SLIDES The Pantry, Inc. Fiscal Year 2014 First Quarter Earnings Call Thursday, January 30, 2013 Exhibit 99.2 Slide 2 Safe Harbor Statement Some of the statements in this presentation constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than those o

January 30, 2014 EX-99.1

THE PANTRY ANNOUNCES FIRST QUARTER FISCAL 2014 RESULTS

Exhibit 99.1 Contact: Andrew Hinton (919) 774-6700 THE PANTRY ANNOUNCES FIRST QUARTER FISCAL 2014 RESULTS Cary, North Carolina, January 30, 2014 - The Pantry, Inc. (NASDAQ: PTRY), a leading independently operated convenience store chain in the southeastern U.S., today announced financial results for its fiscal first quarter ended December 26, 2013. First Quarter Summary: • Net loss was $5.1 millio

January 30, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 26, 2013 Commission file number: 000-258

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 26, 2013 Commission file number: 000-25813 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 56-1574463 (State or other jurisdiction of incor

January 29, 2014 PREC14A

- PRELIMINARY PROXY STATEMENT

Preliminary Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 29, 2014 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro

January 29, 2014 COVER

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Letter to the S.E.C. January 29, 2014 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: The Pantry, Inc. Preliminary Proxy Materials Securities and Exchange Commission File No.: 000-25813 Dear Sir or Madam: Pursuant to Rule 14a-6 under the Securities and Exchange Act of 1934, as amended, enclosed for filing with the Commission are the following prelimi

January 27, 2014 DFAN14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide

January 24, 2014 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 26, 2013 Commission file nu

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 26, 2013 Commission file number: 000-25813 THE PANTRY, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 56-1574463 (State or Other Jurisdic

January 23, 2014 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro

January 23, 2014 DFAN14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide

January 23, 2014 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro

December 20, 2013 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2013 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File

December 10, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 26, 2013 Commission File Number: 000-25813 THE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 26, 2013 Commission File Number: 000-25813 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 56-1574463 (State or other jurisdiction of incorporatio

December 10, 2013 EX-99.2

The Pantry, Inc. Fiscal Year 2013 Fourth Quarter Earnings Call Tuesday, December 10, 2013 Exhibit 99.2 Slide 2 Safe Harbor Statement Some of the statements in this presentation constitute “forward-looking statements” within the meaning of the Private

q4fy2013pantryincearning The Pantry, Inc. Fiscal Year 2013 Fourth Quarter Earnings Call Tuesday, December 10, 2013 Exhibit 99.2 Slide 2 Safe Harbor Statement Some of the statements in this presentation constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than those of historical facts included herein, including tho

December 10, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2013 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File

December 10, 2013 EX-99.1

THE PANTRY ANNOUNCES FOURTH QUARTER AND FISCAL 2013 RESULTS

Exhibit 99.1 Contact: Andrew Hinton (919) 774-6700 THE PANTRY ANNOUNCES FOURTH QUARTER AND FISCAL 2013 RESULTS Cary, North Carolina, December 10, 2013 - The Pantry, Inc. (NASDAQ: PTRY), a leading independently operated convenience store chain in the southeastern U.S., today announced financial results for its fiscal fourth quarter and fiscal year ended September 26, 2013. Fourth Quarter Summary: •

December 10, 2013 EX-12.1

Ratio of Earnings to Fixed Charges (Dollars in thousands, except ratio amounts) September 26, 2013 September 27, 2012 September 29, 2011 September 30, 2010 (b) September 24, 2009 Earnings (loss) before income taxes $ (3,012) $ (5,554) $14,642 $ (236,

Exhibit 12.1 Ratio of Earnings to Fixed Charges (Dollars in thousands, except ratio amounts) September 26, 2013 September 27, 2012 September 29, 2011 September 30, 2010 (b) September 24, 2009 Earnings (loss) before income taxes $ (3,012) $ (5,554) $14,642 $ (236,883) $85,269 Fixed charges: Interest expense, including amortization of deferred financing costs 88,811 84,219 87,654 88,386 93,210 1/3 o

December 10, 2013 EX-10.53

Marathon Petroleum Company

Exhibit 10.53 Marathon Petroleum Company LP 539 South Main Street Findlay, OH 45840 Tel: 419.422.2121 Fax: 419.425.7040 The Pantry, Inc., ATTN: Dennis G. Hatchell 305 Gregson Drive Cary, NC 27511 Re: Side Letter to Amended and Restated Master Conversion Agreement and Amended and Restated Guaranteed Supply Agreement Dear Mr. Hatchell: The Pantry, Inc. ("PANTRY") and Marathon Petroleum Company LP ("

November 8, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2013 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File

October 15, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2013 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File

October 15, 2013 EX-99.1

The Pantry, Inc. 2013 Wells Fargo Securities Convenience Store Forum Atlanta, GA - October 15, 2013 2 Forward Looking Statements and Non-GAAP Measures Some of the statements in this presentation constitute “forward-looking statements” within the mean

a10152013wellsfargoprese The Pantry, Inc. 2013 Wells Fargo Securities Convenience Store Forum Atlanta, GA - October 15, 2013 2 Forward Looking Statements and Non-GAAP Measures Some of the statements in this presentation constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than those of historical facts included her

August 20, 2013 EX-10.1

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of August 15, 2013, is by and among THE PANTRY, INC., a Delaware corporation, (the “Borrower”), the Guarantors (as defined below) party hereto, the Lenders (as defined below) party hereto, and WELLS FARGO BANK, NATIONAL ASSOC

August 20, 2013 EX-99.1

EX-99.1

Exhibit 99.1 The Pantry Completes Refinancing Of Its Term Loan Cary, N.C., August 15, 2013 - The Pantry, Inc. today announced that it has completed the refinancing of its senior secured 2019 Term Loan. At the Company’s current leverage ratio, the $253 million Term Loan will bear interest at LIBOR plus 375 basis points with a LIBOR floor of 100 basis points, compared to LIBOR plus 450 basis points

August 20, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2013 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File N

August 6, 2013 EX-10.2

[***] (in gallons)

Exhibit 10.2 Fourth Amendment to the Guaranteed Supply Agreement This Fourth Amendment to the Guaranteed Supply Agreement ("Amendment") is made effective on January 1, 2013, by and between The Pantry, Inc. ("PANTRY"), whose offices are located at 305 Gregson Drive, Cary, North Carolina 27511 and Marathon Petroleum Company LP ("MPC"), formerly known as Marathon Petroleum Company LLC, whose offices

August 6, 2013 EX-10.4

AMENDED AND RESTATED MASTER CONVERSION AGREEMENT

Exhibit 10.4 AMENDED AND RESTATED MASTER CONVERSION AGREEMENT THIS AMENDED AND RESTATED MASTER CONVERSION AGREEMENT (?Agreement?) made and entered into this 27th day of June, 2013, by and between The Pantry, Inc., a Delaware corporation with offices at 305 Gregson Drive, Cary, NC 27511 (?PANTRY?), and Marathon Petroleum Company LP, a Delaware limited partnership with offices at 539 South Main Stre

August 6, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2013 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File Nu

August 6, 2013 EX-10.5

AMENDED AND RESTATED GUARANTEED SUPPLY AGREEMENT

Exhibit 10.5 AMENDED AND RESTATED GUARANTEED SUPPLY AGREEMENT This is an Amended and Restated Guaranteed Supply Agreement ("Agreement") dated June 27, 2013 by and between Marathon Petroleum Company LP, a Delaware limited partnership with offices at 539 South Main Street, F.indlay, Ohio 45840 ("MPC") and The Pantry, Inc., a Delaware corporation with offices at 305 Gregson Drive, Cary, NC 27511 ("PA

August 6, 2013 EX-10.1

FIFTH AMENDMENT TO MASTER CONVERSION AGREEMENT

Exhibit 10.1 FIFTH AMENDMENT TO MASTER CONVERSION AGREEMENT This Fifth Amendment to Master Conversion Agreement (“Amendment”) dated May 13, 2013, is between The Pantry, Inc., a Delaware corporation with offices at 305 Gregson Drive, Cary, NC 27511(“PANTRY”), and Marathon Petroleum Company LP (f/k/a Marathon Petroleum Company LLC), a Delaware limited partnership with offices at 539 South Main Stree

August 6, 2013 EX-10.3

EMPLOYMENT AGREEMENT

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into by THE PANTRY, INC., a Delaware corporation (the "Corporation") and Boris Zelmanovich (the "Employee") and shall be effective as of June 3, 2013 (the "Effective Date"). The Corporation desires to employ Employee and Employee desires to accept such employment on the terms set forth below. In considera

August 6, 2013 EX-99.1

THE PANTRY ANNOUNCES THIRD QUARTER FISCAL 2013 RESULTS

Exhibit 99.1 Contact: Andrew Hinton (919) 774-6700 THE PANTRY ANNOUNCES THIRD QUARTER FISCAL 2013 RESULTS Cary, North Carolina, August 6, 2013 - The Pantry, Inc. (NASDAQ: PTRY), a leading independently operated convenience store chain in the southeastern U.S., today announced financial results for its fiscal third quarter ended June 27, 2013. Third Quarter Summary: • Net income was $5.9 million or

August 6, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 27, 2013 Commission file number: 000-25813 T

10-Q 1 ptry062713-10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 27, 2013 Commission file number: 000-25813 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 56-1574463 (State or

August 6, 2013 EX-99.2

The Pantry, Inc. Fiscal Year 2013 Third Quarter Earnings Call Tuesday, August 6, 2013 Exhibit 99.2 Slide 2 Safe Harbor Statement Some of the statements in this presentation constitute “forward-looking statements” within the meaning of the Private Sec

q3earningscallslides The Pantry, Inc. Fiscal Year 2013 Third Quarter Earnings Call Tuesday, August 6, 2013 Exhibit 99.2 Slide 2 Safe Harbor Statement Some of the statements in this presentation constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than those of historical facts included herein, including those relat

July 2, 2013 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2013 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File Num

May 24, 2013 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2013 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission

May 24, 2013 EX-99.1

THE PANTRY COMPLETES EXCHANGE OFFER FOR ITS 8.375% SENIOR NOTES DUE 2020

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE: THE PANTRY COMPLETES EXCHANGE OFFER FOR ITS 8.375% SENIOR NOTES DUE 2020 CARY, NC, May 24, 2013 – The Pantry, Inc. (NASDAQ: PTRY) announced today that it has successfully completed its offer to exchange (the “Exchange Offer”) up to $250,000,000 aggregate principal amount of its 8.375% Senior Notes due 2020 (the “New Notes”), which have been registered un

May 7, 2013 EX-99.2

EX-99.2

May 7, 2013 EX-99.1

THE PANTRY ANNOUNCES SECOND QUARTER FISCAL 2013 RESULTS

Exhibit 99.1 Contact: Andrew Hinton May 7, 2013 (919) 774-6700 THE PANTRY ANNOUNCES SECOND QUARTER FISCAL 2013 RESULTS Cary, North Carolina, May 7, 2013 - The Pantry, Inc. (NASDAQ: PTRY), a leading independently operated convenience store chain in the southeastern U.S., today announced financial results for its fiscal second quarter ended March 28, 2013. Second Quarter Summary: · Net loss was $6.9

May 7, 2013 EX-10.1

OH 45840-3229

EX-10.1 2 ptry-20130328ex1019c99b6.htm EX-10.1 Exhibit 10.1 Brand Marketing Marathon Petroleum Company LP 539 South Main Street Findlay, OH 45840-3229 Tel: 419.422.2121 March 26, 2013 Mr. Keith S. Bell The Pantry, Inc. 305 Gregson Drive Cary, NC 27511 Re: renewal of Branded Product Supply & Trademark License Agreement by and between The Pantry, Inc. and Marathon Petroleum Company LP, dated July 26

May 7, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2013 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File Numbe

May 7, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 28, 2013 Commission file number: 000-25813

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 28, 2013 Commission file number: 000-25813 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 56-1574463 (State or other jurisdiction of incorporation or organizat

May 3, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2013 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File Numbe

May 3, 2013 EX-99.1

EX-99.1

Exhibit 99.1 Kathleen Guion Joins Board Of The Pantry, Inc. Cary, N.C., May 3, 2013 - The Pantry, Inc. (Nasdaq:PTRY), a leading independently operated convenience store chain in the southeastern U.S., today announced that Kathleen Guion will join the company’s board of directors effective May 3, 2013. “We are very excited to have Kathleen Guion join our board of directors,” said the Chairman of Th

April 24, 2013 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2013 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commissio

April 24, 2013 424B3

The Pantry, Inc.

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-186199 PROSPECTUS The Pantry, Inc. Offer to Exchange $250,000,000 Outstanding 8.375% Senior Notes due 2020 for $250,000,000 Registered 8.375% Senior Notes due 2020 On August 3, 2012, we issued $250 million aggregate principal amount of restricted 8.375% Senior Notes due 2020 in a private placement exempt from the registration

April 24, 2013 EX-99.1

THE PANTRY COMMENCES EXCHANGE OFFER FOR ITS 8.375% SENIOR NOTES DUE 2020

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE: THE PANTRY COMMENCES EXCHANGE OFFER FOR ITS 8.375% SENIOR NOTES DUE 2020 CARY, NC, April 24, 2013 – The Pantry, Inc. (NASDAQ: PTRY) announced today the commencement, on Wednesday, April 24, 2013, of its offer to exchange (the “Exchange Offer”) up to $250,000,000 aggregate principal amount of its 8.375% Senior Notes due 2020 (the “New Notes”), which have

April 24, 2013 EX-4.1

SUPPLEMENTAL INDENTURE

EX-4.1 Exhibit 4.1 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”) dated as of April 23, 2013, among THE PANTRY, INC., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee under the Indenture referred to below (in such capacity, the “Trustee”). Capitalized terms used but not defined herein shall have the respective meanings prov

April 22, 2013 CORRESP

-

Correspondence The Pantry, Inc. P.O. Box 8019 305 Gregson Drive Cary, NC 27511 (919) 774-6700 April 22, 2013 VIA EDGAR Ms. Mara L. Ransom Assistant Director United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: The Pantry, Inc. Amendment No. 2 to Registration Statement on Form S-4 Filed April 9, 2013 File No. 333-186199 Dear Ms. Ransom: Pursuant to Rule 461

April 9, 2013 S-4/A

- AMENDMENT NO.2 TO FORM S-4

Amendment No.2 to Form S-4 Table of Contents As filed with the Securities and Exchange Commission on April 9, 2013 Registration No. 333-186199 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 5500 56-1574463 (Sta

April 9, 2013 CORRESP

-

SEC Comment Letter The Pantry, Inc. P.O. Box 8019 305 Gregson Drive Cary, NC 27511 (919) 774-6700 VIA EDGAR SUBMISSION Ms. Mara L. Ransom Assistant Director United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: The Pantry, Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed March 15, 2013 File No. 333-186199 Form 10-K for the Fiscal Year Ended Se

March 15, 2013 S-4/A

- AMENDMENT NO. 1 TO FORM S-4

Amendment No. 1 to Form S-4 Table of Contents As filed with the Securities and Exchange Commission on March 15, 2013 Registration No. 333-186199 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 5500 56-1574463 (S

March 15, 2013 EX-24.2

POWER OF ATTORNEY

Power of Attorney Exhibit 24.2 POWER OF ATTORNEY Reference is hereby made to the registration statement on Form S-4 (the “Registration Statement”) originally filed by The Pantry, Inc. (the “Company”), under the U.S. Securities Act of 1933, as amended (the “Securities Act”), with the U.S. Securities and Exchange Commission (the “SEC”) on January 25, 2013 (File No. 333-186199). KNOW ALL PERSONS BY T

March 15, 2013 EX-12.1

Ratio of Earnings to Fixed Charges Three Months Ended Fiscal Year Ended (Dollars are in thousands, except ratio amounts) December 27, 2012 December 29, 2011 September 27, 2012 September 29, 2011 September 30, 2010 (b) September 24, 2009 September 25,

Computation of Ratio of Earnings to Fixed Charges Exhibit 12.1 Ratio of Earnings to Fixed Charges Three Months Ended Fiscal Year Ended (Dollars are in thousands, except ratio amounts) December 27, 2012 December 29, 2011 September 27, 2012 September 29, 2011 September 30, 2010 (b) September 24, 2009 September 25, 2008 Earnings (loss) before income taxes $ (5,087 ) $ (5,562 ) $ (5,554 ) $ 14,642 $ (

March 15, 2013 CORRESP

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Exxon Capital Representation Letter THE PANTRY, INC. 305 Gregson Drive Cary, North Carolina 27511 January 25, 2013 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Supplemental Letter with respect to the Registration Statement on Form S-4 (File No. 333-xxxxx) of The Pantry, Inc. Dear Ladies and Gentlemen: This letter is sent

March 15, 2013 CORRESP

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CORRESP The Pantry, Inc. P.O. Box 8019 305 Gregson Drive Cary, NC 27511 (919) 774-6700 VIA EDGAR SUBMISSION Ms. Mara L. Ransom Assistant Director United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: The Pantry, Inc. Registration Statement on Form S-4 Filed January 25, 2013 File No. 333-186199 Form 10-K for the Fiscal Year Ended September 27, 2012 Filed Decem

March 15, 2013 EX-99.1

LETTER OF TRANSMITTAL THE PANTRY, INC. OFFER TO EXCHANGE $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF 8.375% SENIOR NOTES DUE 2020 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OUTSTANDING 8.375% SENIOR NOTES D

Exhibit 99.1 LETTER OF TRANSMITTAL THE PANTRY, INC. OFFER TO EXCHANGE $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF 8.375% SENIOR NOTES DUE 2020 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OUTSTANDING 8.375% SENIOR NOTES DUE 2020 PURSUANT TO THE PROSPECTUS DATED , 2013 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON , 2013, UNLESS EXTENDE

March 14, 2013 8-K

Submission of Matters to a Vote of Security Holders - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2013 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File Nu

March 5, 2013 8-K

Entry into a Material Definitive Agreement - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2013 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File Num

February 13, 2013 SC 13G

PTRY / Pantry Inc / VANGUARD GROUP INC Passive Investment

pantryincthe.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Pantry Inc/The Title of Class of Securities: Common Stock CUSIP Number: 698657103 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to desig

February 11, 2013 SC 13G/A

PTRY / Pantry Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PANTRY INC (Name of Issuer) Common Stock (Title of Class of Securities) 698657103 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

February 11, 2013 SC 13G/A

PTRY / Pantry Inc / LMCG INVESTMENTS, LLC - LEE MUNDER CAPITAL GROUP LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pantry Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 698657103 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

February 7, 2013 SC 13G/A

PTRY / Pantry Inc / PRICE T ROWE ASSOCIATES INC /MD/ - PTRY AS OF 12/31/2012 Passive Investment

SC 13G/A 1 ptry13gadec12.htm PTRY AS OF 12/31/2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* PANTRY INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 698657103 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of Statement) Check the appropriate box to designat

February 5, 2013 EX-10.1

(complete address of principal office A post office box is not sufficient)

Exhibit 10.1 Page 2 - Revised Summary of Title I of the Petroleum Marketing Practices Act (PMPA) Date of Contract: Branded Jobber Contract (Retail) Documents Checklist (4.2012) o Contract New ? Contract Renewal o Trial Franchise Jobber Name: The Pantry Inc. Jobber Number: 90032322 Jobber Sales Manager: Heidi Huff Document NameDocument Number ? Branded Jobber Contract (Retail)BJC (4-2012) ? Attachm

February 5, 2013 EX-99.1

THE PANTRY ANNOUNCES FIRST QUARTER FISCAL 2013 RESULTS

Contact: Berry Epley February 5, 2013 (919) 774-6700 THE PANTRY ANNOUNCES FIRST QUARTER FISCAL 2013 RESULTS Cary, North Carolina, February 5, 2013 - The Pantry, Inc.

February 5, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 27, 2012 Commission file number: 000-258

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 27, 2012 Commission file number: 000-25813 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 56-1574463 (State or other jurisdiction of incorporation or organi

February 5, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2013 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File

January 29, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2013 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File

January 25, 2013 EX-99.2

NOTICE OF GUARANTEED DELIVERY THE PANTRY, INC. OFFER TO EXCHANGE $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF 8.375% SENIOR NOTES DUE 2020 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OUTSTANDING 8.375% SENIOR

Form of Notice of Guaranteed Delivery Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY THE PANTRY, INC. OFFER TO EXCHANGE $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF 8.375% SENIOR NOTES DUE 2020 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OUTSTANDING 8.375% SENIOR NOTES DUE 2020 This Notice of Guaranteed Delivery, or one substantially equivalent hereto, must be

January 25, 2013 EX-25.1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 Exhibit 25.

January 25, 2013 EX-99.1

LETTER OF TRANSMITTAL THE PANTRY, INC. OFFER TO EXCHANGE $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF 8.375% SENIOR NOTES DUE 2020 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OUTSTANDING 8.375% SENIOR NOTES D

Exhibit 99.1 LETTER OF TRANSMITTAL THE PANTRY, INC. OFFER TO EXCHANGE $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF 8.375% SENIOR NOTES DUE 2020 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OUTSTANDING 8.375% SENIOR NOTES DUE 2020 PURSUANT TO THE PROSPECTUS DATED , 2013 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON , 2013, UNLESS EXTENDE

January 25, 2013 COVER

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Cover Letter SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P. LAWYERS OFFICES Wells Fargo Capitol Center 150 Fayetteville Street, Suite 2300 Raleigh, North Carolina 27601 January 25, 2013 MAILING ADDRESS P.O. Box 2611 Raleigh, North Carolina 27602-2611 JASON L. MARTINEZ DIRECT DIAL: (919) 821-6675 E-Mail: [email protected] TELEPHONE: (919) 821-1220 FACSIMILE: (919) 821-6800 VIA E

January 25, 2013 EX-99.4

THE PANTRY, INC. OFFER TO EXCHANGE $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF 8.375% SENIOR NOTES DUE 2020 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OUTSTANDING 8.375% SENIOR NOTES DUE 2020

Exhibit 99.4 THE PANTRY, INC. OFFER TO EXCHANGE $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF 8.375% SENIOR NOTES DUE 2020 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OUTSTANDING 8.375% SENIOR NOTES DUE 2020 , 2013 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: As described in the enclosed Prospectus, dated , 2013 (as the same ma

January 25, 2013 S-4

- FORM S-4

Form S-4 Table of Contents As filed with the Securities and Exchange Commission on January 25, 2013 Registration No.

January 25, 2013 EX-99.3

THE PANTRY, INC. OFFER TO EXCHANGE $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF 8.375% SENIOR NOTES DUE 2020 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OUTSTANDING 8.375% SENIOR NOTES DUE 2020

Form of Letter to Clients Exhibit 99.3 THE PANTRY, INC. OFFER TO EXCHANGE $250,000,000 AGGREGATE PRINCIPAL AMOUNT OF 8.375% SENIOR NOTES DUE 2020 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OUTSTANDING 8.375% SENIOR NOTES DUE 2020 , 2013 To Our Clients: Enclosed for your consideration is a Prospectus, dated , 2013 (as the same may be amended or supplemen

January 23, 2013 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 23, 2013 DEF 14A

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 11, 2013 EX-10.1

EMPLOYMENT AGREEMENT

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by THE PANTRY, INC., a Delaware corporation (the “Corporation”) and B. Clyde Preslar (the “Employee”) and shall be effective as of February 7, 2013 (the “Effective Date”). The Corporation desires to employ Employee and Employee desires to accept such employment on the terms set forth below. In consid

January 11, 2013 EX-99.1

B. Clyde Preslar Joins The Pantry as Chief Financial Officer

EXHIBIT 99.1 B. Clyde Preslar Joins The Pantry as Chief Financial Officer CARY, N.C., Jan. 10, 2013 – The Pantry, Inc. (Nasdaq: PTRY), the leading independently operated convenience store chain in the southeastern United States, today announced that B. Clyde Preslar is joining the executive leadership team as Senior Vice President and Chief Financial Officer. Mr. Preslar joins The Pantry from Rail

January 11, 2013 8-K

Financial Statements and Exhibits, 8-K - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2013 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File N

January 10, 2013 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2013 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File N

December 11, 2012 EX-10.42

EMPLOYMENT AGREEMENT

Exhibit 10.42 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by THE PANTRY, INC., a Delaware corporation (the “Corporation”) and Patrick Joseph Venezia (the “Employee”) and shall be effective as of September 20, 2012 (the “Effective Date”). The Corporation desires to employ Employee and Employee desires to accept such employment on the terms set forth below.

December 11, 2012 EX-10.43

AGREEMENT AND RELATED MATTERS

EX-10.43 3 ptry-20120927ex1043d804f.htm EX-10.43 Exhibit 10.43 AGREEMENT RELATING TO TERMINATION OF EMPLOYMENT AGREEMENT AND RELATED MATTERS THIS AGREEMENT RELATING TO TERMINATION OF EMPLOYMENT AGREEMENT AND RELATED MATTERS ("Termination Agreement") is made and entered into by The Pantry, Inc., a Delaware Company (the "Company") and Berry L. Epley (the "Employee") (together with the Company, "the

December 11, 2012 EX-10.77

DISTRIBUTION SERVICE AGREEMENT

Exhibit 10.77 THIRD AMENDMENT TO DISTRIBUTION SERVICE AGREEMENT This Third Amendment to Distribution Service Agreement is entered into effective as of August 11, 2012 by and between The Pantry, Inc. (“Pantry”), and McLane Company, Inc. (“McLane”), and amends the Amended and Restated Distribution Service Agreement between them dated August 1, 2008 (as previously amended by Amendment to Distribution

December 11, 2012 EX-99.1

THE PANTRY ANNOUNCES FOURTH QUARTER AND FISCAL 2012 FINANCIAL RESULTS

EX-99.1 2 ex99-1.htm PRESS RELEASE Contact: Berry Epley December 11, 2012 (919) 774-6700 THE PANTRY ANNOUNCES FOURTH QUARTER AND FISCAL 2012 FINANCIAL RESULTS Cary, North Carolina, December 11, 2012 - The Pantry, Inc. (NASDAQ: PTRY), a leading independently operated convenience store chain in the southeastern U.S., today announced financial results for its fiscal fourth quarter and year ended Sept

December 11, 2012 EX-21.1

During the fourth quarter of fiscal 2012, we merged our subsidiaries into The Pantry, Inc. and as such, we have one legal entity as of September 27, 2012.

Exhibit 21.1 * During the fourth quarter of fiscal 2012, we merged our subsidiaries into The Pantry, Inc. and as such, we have one legal entity as of September 27, 2012.

December 11, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [Missing Graphic Reference] FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2012 [Missing Graphic Reference] THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State

December 11, 2012 EX-10.76

AMENDMENT TO DISTRIBUTION SERVICE AGREEMENT

Exhibit 10.76 AMENDMENT TO DISTRIBUTION SERVICE AGREEMENT This Amendment to Distribution Service Agreement is entered into effective as of December 2, 2010 (subject to Section 2 below) by and between The Pantry, Inc. (''The Pantry"), and McLane Company, Inc. (?McLane"), and amends the Distribution Service Agreement between them dated August 1, 2008 (the "Agreement"). 1. Defined Terms. Each capital

December 11, 2012 EX-12.1

Ratio of Earnings to Fixed Charges

Exhibit 12.1 Ratio of Earnings to Fixed Charges (Dollars in thousands, except ratio amounts) September 27, 2012 September 29, 2011 September 30, 2010 (b) September 24, 2009 September 25, 2008 Earnings (loss) before income taxes $ (5,554) $ 14,642 $ (236,883) $ 85,269 $ 46,071 Fixed charges: Interest expense, including amortization of deferred financing costs 84,219 87,654 88,386 93,210 96,541 1/3

December 11, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 27, 2012 Commission File Number: 000-25813 THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 27, 2012 Commission File Number: 000-25813 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 56-1574463 (State or other jurisdiction of incorporation or organization)

November 9, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2012 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File

November 9, 2012 EX-10.2

THE PANTRY, INC. aWARD Agreement (Awarding Performance-Based Restricted Stock to [[FIRSTNAME]] [[LASTNAME]])

Exhibit 10.2 THE PANTRY, INC. aWARD Agreement (Awarding Performance-Based Restricted Stock to [[FIRSTNAME]] [[LASTNAME]]) THIS AWARD AGREEMENT (this “Agreement”) is dated as of [[GRANTDATE]] (the “Grant Date”) by and between The Pantry, Inc., a Delaware corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (“Participant”) pursuant to The Pantry, Inc. 2007 Omnibus Plan (the “Plan”). All capit

November 9, 2012 EX-10.1

The Pantry, Inc. Annual Incentive Program (As amended and approved on November 6, 2012)

EX-10.1 2 ptry-20121106ex101095146.htm EX-10.1 Exhibit 10.1 The Pantry, Inc. Annual Incentive Program (As amended and approved on November 6, 2012) The Pantry, Inc. Annual Incentive Program (the “Program”) is a compensatory program under The Pantry, Inc. 2007 Omnibus Plan that was originally established on November 25, 2008 by the Compensation and Organization Committee (the “Committee”) of the Bo

August 17, 2012 EX-99.1

THE PANTRY ANNOUNCES EXPIRATION AND FINAL RESULTS OF ITS TENDER OFFER AND CONSENT SOLICITATION FOR ITS 7.75% SENIOR SUBORDINATED NOTES DUE 2014

Exhibit 99.1 THE PANTRY ANNOUNCES EXPIRATION AND FINAL RESULTS OF ITS TENDER OFFER AND CONSENT SOLICITATION FOR ITS 7.75% SENIOR SUBORDINATED NOTES DUE 2014 CARY, NC, August 17, 2012 – The Pantry, Inc. (NASDAQ: PTRY) announced today final results of its previously-announced offer to purchase any and all of its outstanding 7.75% Senior Subordinated Notes due 2014 (the “Notes”) (CUSIP Nos. 698657AG8

August 17, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2012 —————————— THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporati

August 7, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2012 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commissio

August 7, 2012 EX-99.1

THE PANTRY ANNOUNCES THIRD QUARTER FISCAL 2012 FINANCIAL RESULTS

EX-99.1 2 d392552dex991.htm PRESS RELEASE Exhibit 99.1 For Immediate Release Contact: Berry Epley August 7, 2012 (919) 774-6700 THE PANTRY ANNOUNCES THIRD QUARTER FISCAL 2012 FINANCIAL RESULTS Cary, North Carolina, August 7, 2012 - The Pantry, Inc. (NASDAQ: PTRY), the leading independently operated convenience store chain in the southeastern U.S., today announced financial results for its fiscal t

August 7, 2012 EX-10.1

AMENDMENT TO BRANDED PRODUCT SUPPLY AND TRADEMARK LICENSE AGREEMENT

Exhibit 10.1 AMENDMENT TO BRANDED PRODUCT SUPPLY AND TRADEMARK LICENSE AGREEMENT THIS AMENDMENT TO BRANDED PRODUCT SUPPLY AND TRADEMARK LICENSE AGREEMENT is made and entered into this 22 day of May , 2012, by and between THE PANTRY, INC., a corporation with a principal place of business at 305 GREGSON DRIVE, CARY, NC (“BUYER”) and Marathon Petroleum Company LP (f/k/a Marathon Petroleum Company LLC

August 7, 2012 EX-10.4

Jeffrey W. Gibbs

EX-10.4 5 d391970dex104.htm EX-10.4 Exhibit 10.4 Jeffrey W. Gibbs Regional Sales Manager BP Products North America Inc. 30 South Wacker Drive, Suite 900 Chicago, IL 60606 VIA CERTIFIED MAIL-RETURN RECEIPT REQUESTED June 22, 2012 Mr. Keith Bell The Pantry, Inc. 305 Gregson Drive Cary, NC 27511 Branded Jobber Contract - Extension Dear Mr. Bell: Please refer to your Branded Jobber Contract and other

August 7, 2012 EX-10.3

Third Amendment to the Guaranteed Supply Agreement

EX-10.3 Exhibit 10.3 Third Amendment to the Guaranteed Supply Agreement This Third Amendment to the Guaranteed Supply Agreement (“Amendment”) is made effective on January I, 2012, by and between The Pantry, Inc. (“PANTRY”), whose offices are located at 305 Gregson Drive, Cary, North Carolina 27511 and Marathon Petroleum Company LP (“MPC”), formerly known as Marathon Petroleum Company LLC, whose of

August 7, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2012 Commission file number: 000-25813 T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2012 Commission file number: 000-25813 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 56-1574463 (State or other jurisdiction of incorpora

August 7, 2012 EX-10.2

FOURTH AMENDMENT TO MASTER CONVERSION AGREEMENT

Exhibit 10.2 FOURTH AMENDMENT TO MASTER CONVERSION AGREEMENT This Fourth Amendment to Master Conversion Agreement (“Amendment”) dated June 4 , 2012, is between The Pantry, Inc., a Delaware corporation with offices at 305 Gregson Drive, Cary, NC 27511 (“PANTRY”), and Marathon Petroleum Company LP (f/k/a Marathon Petroleum Company LLC), a Delaware limited partnership with offices at 539 South Main S

August 3, 2012 EX-10.4

FOURTH AMENDED AND RESTATED SECURITY AGREEMENT

Fourth Amended and Restated Security Exhibit 10.4 EXECUTION VERSION FOURTH AMENDED AND RESTATED SECURITY AGREEMENT THIS FOURTH AMENDED AND RESTATED SECURITY AGREEMENT (this “Security Agreement”), is entered into as of August 3, 2012, among THE PANTRY, INC., a Delaware corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower from time to time a party hereto (individually a “Guarantor

August 3, 2012 EX-10.1

$250,000,000 THE PANTRY, INC. 8.375% Senior Notes due 2020 REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement Exhibit 10.1 EXECUTION VERSION $250,000,000 THE PANTRY, INC. 8.375% Senior Notes due 2020 REGISTRATION RIGHTS AGREEMENT August 3, 2012 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED WELLS FARGO SECURITIES, LLC As Representatives of the Initial Purchasers c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Ladies and Gent

August 3, 2012 EX-4.3

SUPPLEMENTAL INDENTURE

Supplemental Indenture among The Pantry and U.S. Bank National Association Exhibit 4.3 EXECUTION VERSION SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”) dated as of the 3rd day of August, 2012, among THE PANTRY, INC., a Delaware corporation (the “Company”) and U.S. Bank National Association (as successor-in-interest to Wachovia Bank, National Association), as trustee u

August 3, 2012 EX-99.1

THE PANTRY ANNOUNCES CLOSING OF PREVIOUSLY ANNOUNCED DEBT REFINANCING

Press release regarding refinancing transactions Exhibit 99.1 [INSERT PANTRY LOGO] FOR IMMEDIATE RELEASE: THE PANTRY ANNOUNCES CLOSING OF PREVIOUSLY ANNOUNCED DEBT REFINANCING CARY, NC, August 3, 2012 – The Pantry, Inc. (NASDAQ: PTRY) today announced that it closed its previously announced debt refinancing, which included a private placement of $250 million of its 8.375% senior unsecured notes due

August 3, 2012 EX-4.1

THE PANTRY, INC. 8.375% SENIOR NOTES DUE 2020 Dated as of August 3, 2012 U.S. Bank National Association CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N

Indenture between The Pantry and U.S. Bank National Association Exhibit 4.1 EXECUTION VERSION THE PANTRY, INC. 8.375% SENIOR NOTES DUE 2020 INDENTURE Dated as of August 3, 2012 U.S. Bank National Association Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(

August 3, 2012 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2012 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commissio

August 3, 2012 EX-10.2

$480,000,000 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THE PANTRY, INC., as Borrower, THE DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTIES HERETO, as Guarantors, THE LENDERS PARTIES HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as

Exhibit 10.2 EXECUTION VERSION Published CUSIP Number: 69865XAM8, 69865XAN6, 69865XAP1 $480,000,000 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT among THE PANTRY, INC., as Borrower, THE DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTIES HERETO, as Guarantors, THE LENDERS PARTIES HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, ROYAL BANK OF CANADA, as Syndicati

August 3, 2012 EX-10.3

FOURTH AMENDED AND RESTATED PLEDGE AGREEMENT

Fourth Amended and Restated Pledge Agreement Exhibit 10.3 EXECUTION VERSION FOURTH AMENDED AND RESTATED PLEDGE AGREEMENT THIS FOURTH AMENDED AND RESTATED PLEDGE AGREEMENT (this “Pledge Agreement”) is entered into as of August 3, 2012 by and among THE PANTRY, INC., a Delaware corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower from time to time a party hereto (individually a “Gu

August 3, 2012 EX-99.2

THE PANTRY ANNOUNCES EARLY RESULTS OF ITS TENDER OFFER AND CONSENT SOLICITATION FOR ITS 7.75% SENIOR SUBORDINATED NOTES DUE 2014

Press release regarding tender offer Exhibit 99.2 [INSERT PANTRY LOGO] FOR IMMEDIATE RELEASE: THE PANTRY ANNOUNCES EARLY RESULTS OF ITS TENDER OFFER AND CONSENT SOLICITATION FOR ITS 7.75% SENIOR SUBORDINATED NOTES DUE 2014 CARY, NC, August 3, 2012 – The Pantry, Inc. (NASDAQ: PTRY) announced early results of its offer to purchase any and all of its outstanding 7.75% Senior Subordinated Notes due 20

July 26, 2012 EX-99.1

THE PANTRY ANNOUNCES PRICING OF $250 MILLION SENIOR UNSECURED NOTES OFFERING

Press release Exhibit 99.1 THE PANTRY ANNOUNCES PRICING OF $250 MILLION SENIOR UNSECURED NOTES OFFERING CARY, NC, July 25, 2012 – The Pantry, Inc. (NASDAQ: PTRY) today announced that it has priced its private offering of $250 million in senior unsecured notes due 2020 (the “Notes”). The Notes will be sold to investors at a price of 100.000% of the principal amount thereof and will bear interest at

July 26, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2012 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission

July 20, 2012 EX-99.2

THE PANTRY ANNOUNCES TENDER OFFER FOR ITS 7.75% SENIOR SUBORDINATED NOTES DUE 2014

Exhibit 99.2 THE PANTRY ANNOUNCES TENDER OFFER FOR ITS 7.75% SENIOR SUBORDINATED NOTES DUE 2014 CARY, NC, July 20, 2012 – The Pantry, Inc. (NASDAQ: PTRY) announced today the commencement of a cash tender offer for any and all of its outstanding 7.75% Senior Subordinated Notes due 2014 (the “Notes”) (CUSIP Nos. 698657AG8 / 698657AF0 / U6986NAB7). In conjunction with the tender offer, The Pantry is

July 20, 2012 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2012 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File Num

July 20, 2012 EX-99.1

THE PANTRY ANNOUNCES PROPOSED $250 MILLION SENIOR UNSECURED NOTES OFFERING

Exhibit 99.1 THE PANTRY ANNOUNCES PROPOSED $250 MILLION SENIOR UNSECURED NOTES OFFERING CARY, NC, July 20, 2012 – The Pantry, Inc. (NASDAQ: PTRY) today announced that it is proposing to issue $250 million in senior unsecured notes due 2020 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Comp

July 18, 2012 8-K

Results of Operations and Financial Condition - THE PANTRY, INC. PRELIMINARY RESULTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2012 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File Num

July 12, 2012 EX-99.1

THE PANTRY ANNOUNCES PLANNED DEBT REFINANCING

EX-99.1 2 exhibit991.htm PRESS RELEASE DATED 7-12-2012 Exhibit 99.1 For Immediate Release Contact: Berry Epley July 12, 2012 (919) 774-6700 THE PANTRY ANNOUNCES PLANNED DEBT REFINANCING CARY, N.C., July 12, 2012 (BUSINESS WIRE) -The Pantry, Inc. (NASDAQ: PTRY) announced today that it is pursuing debt refinancing consisting of up to $480 million of senior secured credit facilities and $250 million

July 12, 2012 8-K

Financial Statements and Exhibits, Other Events - THE PANTRY, INC. PLANNED DEBT REFINANCING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2012 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File Num

June 28, 2012 SC 13D/A

PTRY / Pantry Inc / Hawkeye Capital Master - SCHEDULE 13D, AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* THE PANTRY, INC. (Name of Issuer) Class A Common Stock, $0.01 Par Value (Title of Class of Securities) 698657103 (CUSIP Number) Brian Peduto Chief Financial Officer Hawkeye Capital Management, LLC 800 Third Avenue, 9th Floor New York, NY 10022 (212) 265-

June 28, 2012 EX-99

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned, the Reporting Persons named in this Schedule 13D Amendment No.

May 8, 2012 EX-10.1

SECOND AMENDMENT TO ADDENDUM TO MARKETER FRANCHISE AGREEMENT

Exhibit 10.1 SECOND AMENDMENT TO ADDENDUM TO MARKETER FRANCHISE AGREEMENT This Second Amendment to Addendum to Marketer Franchise Agreement (the “Second Amendment”) is entered into on this 5th day of March, 2012, by and between CITGO Petroleum Corporation (“CITGO”) and The Pantry, Inc. (the “Company”). WHEREAS, CITGO and the Company have entered into a Marketer Franchise Agreement on September 7,

May 8, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2012 Commission file number: 000-25813

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2012 Commission file number: 000-25813 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 56-1574463 (State or other jurisdiction of incorporation or organizat

May 8, 2012 EX-99.1

(919) 774-6700

Exhibit 99.1 For Immediate Release Contact: Berry Epley May 8, 2012 (919) 774-6700 Exhibit THE PANTRY ANNOUNCES SECOND QUARTER FISCAL 2012 FINANCIAL RESULTS Cary, North Carolina, May 8, 2012 - The Pantry, Inc. (NASDAQ: PTRY), the leading independently operated convenience store chain in the southeastern U.S., today announced financial results for its fiscal second quarter and six months ended Marc

May 8, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2012 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File Numbe

April 27, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - THE PANTRY, INC. CFO RESIGNATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2012 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File Nu

April 27, 2012 EX-99.1

The Pantry Announces the Resignation of Mark Bierley

Exhibit 99.1 The Pantry Announces the Resignation of Mark Bierley CARY, N.C., April 27, 2012 The Pantry, Inc. (NASDAQ: PTRY), the leading independently operated convenience store chain in the southeastern U.S., announced today that Mark R. Bierley, the Chief Financial Officer of the company, has resigned effective May 25, 2012. Mr. Bierley has accepted a position near his home in Michigan. The Com

March 29, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - THE PANTRY, INC. CEO APPOINTED DIRECTOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2012 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File Nu

March 19, 2012 SC 13D

PTRY / Pantry Inc / Hawkeye Capital Master - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 0)* THE PANTRY, INC. (Name of Issuer) Class A Common Stock, $0.01 Par Value (Title of Class of Securities) 698657103 (CUSIP Number) Brian Peduto Chief Financial Officer Hawkeye Capital Management, LLC 800 Third Avenue, 9th Floor New York, NY 10022 (212) 265-

March 19, 2012 EX-99

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned, the Reporting Persons named in this Schedule 13D, hereby agree that this Schedule 13D is filed on a combined basis on behalf of each of them and that each Reporting Person is individually responsible for the timely filing of any amendments to this Schedule 13D.

March 19, 2012 8-K

Submission of Matters to a Vote of Security Holders - THE PANTRY, INC. 03-14-2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2012 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Commission File Number: 000-25813 Delaware 56-1574463 (State or other jurisdiction of incorporat

February 16, 2012 EX-10.3

THE PANTRY, INC. AWARD AGREEMENT (Awarding Initial Time Restricted Stock to Dennis Hatchell)

Exhibit 10.3 THE PANTRY, INC. AWARD AGREEMENT (Awarding Initial Time Restricted Stock to Dennis Hatchell) THIS AWARD AGREEMENT (this “Agreement”) is dated as of the [month] [day], [year] (the “Grant Date”) by and between The Pantry, Inc., a Delaware corporation (the “Company”), and [Employee] (“Participant”) pursuant to The Pantry, Inc. 2007 Omnibus Plan (the “Plan”). All capitalized terms not oth

February 16, 2012 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by THE PANTRY, INC., a Delaware corporation (the “Corporation”) and Dennis Hatchell (the “Employee”) and shall be effective as of March 5, 2012 (the “Effective Date”). The Corporation desires to employ Employee and Employee desires to accept such employment on the terms set forth below. In considerat

February 16, 2012 EX-10.5

THE PANTRY, INC. AWARD AGREEMENT (Awarding Performance-Based Restricted Stock to Dennis Hatchell)

Exhibit 10.5 THE PANTRY, INC. AWARD AGREEMENT (Awarding Performance-Based Restricted Stock to Dennis Hatchell) THIS AWARD AGREEMENT (this “Agreement”) is dated as of [month] [day], [year] (the “Grant Date”) by and between The Pantry, Inc., a Delaware corporation (the “Company”), and [Employee] (“Participant”) pursuant to The Pantry, Inc. 2007 Omnibus Plan (the “Plan”). All capitalized terms not ot

February 16, 2012 EX-10.4

THE PANTRY, INC. AWARD AGREEMENT (Awarding Time Restricted Stock to Dennis Hatchell)

Exhibit 10.4 THE PANTRY, INC. AWARD AGREEMENT (Awarding Time Restricted Stock to Dennis Hatchell) THIS AWARD AGREEMENT (this “Agreement”) is dated as of the [month] [day], [year] (the “Grant Date”) by and between The Pantry, Inc., a Delaware corporation (the “Company”), and [Employee] (“Participant”) pursuant to The Pantry, Inc. 2007 Omnibus Plan (the “Plan”). All capitalized terms not otherwise d

February 16, 2012 EX-10.2

THE PANTRY, INC. AWARD AGREEMENT (Awarding Nonqualified Stock Option to Dennis Hatchell)

Exhibit 10.2 THE PANTRY, INC. AWARD AGREEMENT (Awarding Nonqualified Stock Option to Dennis Hatchell) THIS AWARD AGREEMENT (this “Agreement”) is entered into as of [Date] by and between The Pantry, Inc., a Delaware corporation (the “Company”), and [Employee] (“Optionee”) pursuant to The Pantry, Inc. 2007 Omnibus Plan (the “Plan”). All capitalized terms not otherwise defined herein shall have the m

February 16, 2012 EX-99.1

The Pantry Names Dennis G. Hatchell as President and Chief Executive Officer

Exhibit 99.1 The Pantry Names Dennis G. Hatchell as President and Chief Executive Officer CARY, N.C.-(BUSINESS WIRE)-Feb. 15, 2012- The Pantry, Inc. (Nasdaq: PTRY), the leading independently operated convenience store chain in the southeastern U.S., today announced that Dennis G. Hatchell will become President and Chief Executive Officer of the Company, effective March 5, 2012. Mr. Hatchell previo

February 16, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2012 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File

February 14, 2012 SC 13G/A

PTRY / Pantry Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PANTRY INC (Name of Issuer) Common Stock (Title of Class of Securities) 698657103 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

February 13, 2012 SC 13G/A

PTRY / Pantry Inc / PRICE T ROWE ASSOCIATES INC /MD/ - PTRY AS OF 12/31/2011 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* PANTRY INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 698657103 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed

February 8, 2012 SC 13G/A

PTRY / Pantry Inc / LMCG INVESTMENTS, LLC - LEE MUNDER CAPITAL GROUP LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pantry Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 698657103 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

February 7, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 29, 2011 Commission file number: 000-258

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 29, 2011 Commission file number: 000-25813 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 56-1574463 (State or other jurisdiction of incorporation or organi

February 7, 2012 EX-10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (?Agreement?) is made and entered into by THE PANTRY, INC., a Delaware corporation (the ?Corporation?) and Keith A. Oreson (the ?Employee?) and shall be effective as of January , 2012 (the ?Effective Date?). The Corporation and Employee are parties to an employment agreement dated June 14, 2010 (?

February 7, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2012 THE PANTRY, INC. (Exact name of registrant as specified in its charter) Delaware 000-25813 56-1574463 (State or other jurisdiction of incorporation) (Commission File

February 7, 2012 EX-10.4

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by THE PANTRY, INC., a Delaware corporation (the “Corporation”) and John J. Fisher (the “Employee”) and shall be effective as of January , 2012 (the “Effective Date”). The Corporation and Employee are parties to an employment agreement dated March 15, 2010 (“

February 7, 2012 EX-10.1

THE PANTRY, INC. AWARD AGREEMENT (Awarding Restricted Stock to Employee for Retention)

EXHIBIT 10.1 THE PANTRY, INC. AWARD AGREEMENT (Awarding Restricted Stock to Employee for Retention) THIS AWARD AGREEMENT (this “Agreement”) is dated as of October 5, 2011 (the “Grant Date”) by and between The Pantry, Inc., a Delaware corporation (the “Company”), and [Employee] (“Participant”) pursuant to The Pantry, Inc. 2007 Omnibus Plan (the “Plan”). All capitalized terms not otherwise defined h

February 7, 2012 EX-99.1

THE PANTRY ANNOUNCES FIRST QUARTER FISCAL 2012 FINANCIAL RESULTS

EX-99.1 2 exhibit991.htm PRESS RELEASE DATED FEBRUARY 7, 2012 Exhibit99.1 For Immediate Release Contact: Mark Bierley February 7, 2012 (919) 774-6700 THE PANTRY ANNOUNCES FIRST QUARTER FISCAL 2012 FINANCIAL RESULTS Cary, North Carolina, February 7, 2012 - The Pantry, Inc. (NASDAQ: PTRY), the leading independently operated convenience store chain in the southeastern U.S., today announced financial

February 7, 2012 EX-10.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (?Agreement?) is made and entered into by THE PANTRY, INC., a Delaware corporation (the ?Corporation?) and Thomas D. Carney (the ?Employee?) and shall be effective as of January , 2012 (the ?Effective Date?). The Corporation and Employee are parties to an employment agreement dated June 27, 2011 (

January 25, 2012 DEFA14A

- DEFINITIVE ADDITIONAL MATERAL

Definitive Additional Materal UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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