- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* FS EQUITY PARTNERS V LP	2. Issuer Name and Ticker or Trading Symbol hhgregg, Inc. [ HGG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 11100 SANTA MONICA BLVD.,	3. Date of Earliest Transaction (MM/DD/YYYY) 7/24/2009
(Street) LOS ANGELES, CA 90025 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share	7/24/2009		P		1000000	A	$16.50	13475981	I	By Freeman Spogli & Co. ⁽¹⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

( 1)

FS Capital Partners V, LLC is the general partner of each of FS Equity Partners V, L.P. and FS Affiliates V, L.P. (collectively, the "FS Funds"), the record holder of 13,298,098 and 177,283 shares, respectively. The FS Funds agreed to purchase the shares pursuant to a stock subscription agreement entered into among the Issuer and the FS Funds that was conditioned on the closing of a public offering of the Issuer's common stock which was consummated on July 24, 2009. The general partners disclaim beneficial ownership of the shares held by each of FS Equity Partners V, L.P. and FS Affiliates V, L.P. John M. Roth is a director of the Issuer and a managing member of the general partners of FS Equity Partners V, L.P. and FS Affiliates V, L.P., the record holders of the shares. Mr. Roth expressly disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest in them.

Remarks:
As managing Member of FS Equity Partners V, L.P.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FS EQUITY PARTNERS V LP 11100 SANTA MONICA BLVD. LOS ANGELES, CA 90025		X
FS Capital Partners V, LLC 11100 SANTA MONICA BOULEVARD SUITE 1900 LOS ANGELES, CA 90025		X

Signatures
/s/ John M. Roth		7/28/2009
^** 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).
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