Scot R Jafroodi Form 4 INSTEEL INDUSTRIES / Scot R Jafroodi ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Jafroodi Scot R

(Last) (First) (Middle)

1373 BOGGS DRIVE

(Street)

MOUNT AIRY NC 27030

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INSTEEL INDUSTRIES INC [ IIIN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2023

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/15/2023		M		3,165	A	$23.95	43,072	D
Common Stock	11/15/2023		F		2,492	D	$34.21	40,580	D
Restricted Stock Unit								934	D
Restricted Stock Unit								657	D
Restricted Stock Unit								714	D
Restricted Stock Unit								1,144	D
Restricted Stock Unit								2,065	D
Restricted Stock Unit								2,017	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	$23.95	11/15/2023		M			3,165	02/11/2017(1)	02/11/2026	Common Stock	3,165	$0	0	D
Option (right to buy)	$32.77							08/15/2023(1)	08/15/2032	Common Stock	2,669		2,669	D
Option (right to buy)	$30.27							02/14/2024(1)	02/14/2033	Common Stock	4,728		4,728	D
Option (right to buy)	$18.25							08/12/2020(1)	08/12/2029	Common Stock	4,237		4,237	D
Option (right to buy)	$22.09							02/11/2021(1)	02/11/2030	Common Stock	3,721		3,721	D
Option (right to buy)	$19.86							08/11/2021(1)	08/11/2030	Common Stock	3,107		3,107	D
Option (right to buy)	$41.87							08/16/2022(1)	08/16/2031	Common Stock	1,587		1,587	D
Option (right to buy)	$29.43							02/16/2022(1)	02/16/2031	Common Stock	2,230		2,230	D
Option (right to buy)	$38.54							02/15/2023(1)	02/15/2032	Common Stock	1,780		1,780	D
Option (right to buy)	$29.69							02/13/2019(1)	02/13/2028	Common Stock	2,629		2,629	D
Option (right to buy)	$41.85							08/13/2019(1)	08/13/2028	Common Stock	1,931		1,931	D
Option (right to buy)	$34.49							08/11/2017(1)	08/11/2026	Common Stock	2,377		2,377	D
Option (right to buy)	$37.06							02/07/2018(1)	02/07/2027	Common Stock	2,013		2,013	D
Option (right to buy)	$26.75							08/07/2018(1)	08/07/2027	Common Stock	2,951		2,951	D
Option (right to buy)	$21.57							02/12/2020(1)	02/12/2029	Common Stock	3,455		3,455	D
Option (right to buy)	$30.99							08/14/2024(1)	08/14/2033	Common Stock	4,696		4,696	D

Explanation of Responses:

1. Options vest 1/3 annually beginning one year from grant date.

Remarks:

	/s/Elizabeth C. Southern Attorney-in-Fact	11/16/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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