Filing Details

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

§ 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

356108100

(CUSIP Number)

Calendar Year 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X]	Rule 13d-1(b)
[   ]	Rule 13d-1(c)
[   ]	Rule 13d-1(d)

*           The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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CUSIP No. 356108100

13G

Page 1 of 4 Pages

1	Names of Reporting Persons   RE Advisers Corporation (52-1694000) National Rural Electric Cooperative Association ("NRECA") (53-0116145)
2	Check the Appropriate Box if a Member of a Group*  [X] (a) [   ] (b)
3	SEC Use Only
4	Citizenship or Place of Organization   RE Advisers Corporation, Virginia; NRECA, District of Columbia
Number of   Shares   Beneficially   Owned by Each   Reporting   Person With	5	Sole Voting Power   2,231,569
	6	Shared Voting Power   0
	7	Sole Dispositive Power   2,231,569
	8	Shared Dispositive Power   0
9	Aggregate Amount Beneficially Owned By Each Reporting Person   2,231,569
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares [   ]
11	Percent of Class Represented by Amount in Row (9)   5.96%
12	Type of Reporting Person   IA (RE Advisers Corporation), HC (NRECA)

 

CUSIP No. 356108100

13G

Page 2 of 4 Pages

Item 1(a).	Name of Issuer:
	Fred’s, Inc.
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	4300 New Getwell Road Memphis, Tennessee 38118
Item 2(a).	Name of Person Filing:
	RE Advisers Corporation National Rural Electric Cooperative Association
Item 2(b).	Address of Principal Business Office or, if None, Residence:
	4301 Wilson Boulevard Arlington, VA 22203
Item 2(c).	Citizenship:
	RE Advisers Corporation, Virginia; NRECA, District of Columbia
Item 2(d).	Title of Class of Securities:
	Common Stock
Item 2(e).	CUSIP Number:
	356108100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	[   ]	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)	[   ]	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	[   ]	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	[   ]	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	[X]	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	[   ]	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	[X]	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	[   ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	[   ]	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	[   ]	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)	[   ]	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

CUSIP No. 356108100

13G

Page 3 of 4 Pages

Item 4.	Ownership.
	Amount beneficially owned: 2,231,569
	(a)	Percent of class: 5.96%
	(b)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 2,231,569
		(ii)	Shared power to vote or to direct the vote 0
		(iii)	Sole power to dispose or to direct the disposition of 2,231,569
		(iv)	Shared power to dispose or to direct the disposition of 0
Item 5.	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ]
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	N/A
Item 7.	Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	N/A
Item 8.	Identification and Classification of Members of the Group.
	N/A
Item 9.	Notice of Dissolution of Group.
	N/A

 

CUSIP No. 356108100

13G

Page 4 of 4 Pages

Item 10.                      Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

RE ADVISERS CORPORATION

February 14, 2017

(date)

/s/ Danielle C. Sieverling

(Signature)

Danielle C. Sieverling,  Chief Compliance Officer and Secretary

(Name and Title)