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

1. Name and Address of Reporting Person ^* PETELLE JAMES F	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) Vice President, Sec. and CLO
(Last) (First) (Middle) 1373 BOGGS DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 5/6/2021
(Street) MOUNT AIRY, NC 27030 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. 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	5/6/2021		M		1692	A	$22.09	17590	D
Common Stock	5/6/2021		M		2682	A	$26.75	20272	D
Common Stock	5/6/2021		F		3178	D	$40.77	17094	D
Common Stock (Restricted Stock Units)								9550	D

*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)
Stock Option (Right to Buy)	$22.09	5/6/2021		M			1692	⁽¹⁾	2/11/2030	Common Stock	1692	$0	3382	D
Stock Option (Right to Buy)	$26.75	5/6/2021		M			2682	⁽¹⁾	8/7/2027	Common Stock	2682	$0	0	D
Stock Option (Right to Buy)	$18.25							⁽¹⁾	8/12/2029	Common Stock	3852		3852	D
Stock Option (Right to Buy)	$21.57							⁽¹⁾	2/12/2029	Common Stock	1570		1570	D
Stock Option (Right to Buy)	$29.43							⁽¹⁾	2/16/2031	Common Stock	3041		3041	D
Stock Option (Right to Buy)	$19.86							⁽¹⁾	8/11/2030	Common Stock	4237		4237	D
Stock Option (Right to Buy)	$41.85							⁽¹⁾	8/13/2028	Common Stock	2633		2633	D
Stock Option (Right to Buy)	$29.69							⁽¹⁾	2/13/2028	Common Stock	3585		3585	D
Stock Option (Right to Buy)	$37.06							⁽¹⁾	2/7/2027	Common Stock	2745		2745	D
Stock Option (Right to Buy)	$34.49							⁽¹⁾	8/11/2026	Common Stock	3241		3241	D

Explanation of Responses:
(1)	Options vest 1/3 annually beginning one year from grant date

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PETELLE JAMES F 1373 BOGGS DRIVE MOUNT AIRY, NC 27030			Vice President, Sec. and CLO