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Filing Details

Accession Number:: 0001104659-13-032016
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-04-24 10:28:28
Reporting Period:: 2013-04-22

Filing Date:: 2013-04-24
Accepted Time:: 2013-04-24 10:28:28
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1555492	Fairway Group Holdings Corp	FWM	Retail-Grocery Stores (5411)	741201087

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1574234	Sterling Investment Partners Management Ii Llc	C/O Sterling Investment Partners 285 Riverside Avenue, Suite 300 Westport CT 06880		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Series A Preferred Stock, Par Value $0.001 Per Share	Disposition	2013-04-22	32,489	$0.00	0	No	4	J	Indirect	See Footnote
Series A Preferred Stock, $0.001 Per Share	Disposition	2013-04-22	595	$0.00	0	No	4	J	Indirect	See Footnote
Series B Preferred Stock, $0.001 Per Share	Disposition	2013-04-22	31,942	$0.00	0	No	4	J	Indirect	See Footnote
Series B Preferred Stock, $0.001 Per Share	Disposition	2013-04-22	592	$0.00	0	No	4	J	Indirect	See Footnote
Class A Common Stock, $0.00001 Per Share	Disposition	2013-04-22	1,313,482	$12.09	4,011,427	No	4	S	Indirect	See Footnote
Class A Common Stock, $0.00001 Per Share	Disposition	2013-04-22	24,258	$12.09	74,400	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Acquisiton	2013-04-22	9,322,046	$0.00	9,322,046	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2013-04-22	171,741	$0.00	171,741	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
9,322,046			No	4	J	Indirect
171,741			No	4	J	Indirect

Footnotes

Sterling Investment Partners II, L.P. ("Fund II") was the record owner of these shares. Sterling Investment Partners Management II L.P. ("Management II") is the sole general partner of Fund II. Sterling Investment Partners Management II LLC ("Sterling GP II") is the sole general partner of Management II. In connection with the Issuer's initial public offering, pursuant to a Preferred Stock Exchange Agreement, Fund II exchanged its shares of Series A Preferred Stock and accrued but unpaid dividends for shares of the Issuer's Class B Common Stock.
Sterling Investment Partners Side-By-Side II, L.P. ("SBS II") was the record owner of these shares. Sterling GP II is the sole general partner of SBS II. In connection with the Issuer's initial public offering, pursuant to a Preferred Stock Exchange Agreement, SBS II exchanged its shares of Series A Preferred Stock and accrued but unpaid dividends for shares of the Issuer's Class B Common Stock.
Fund II was the record owner of these shares. Management II is the sole general partner of Fund II. Sterling GP II is the sole general partner of Management II. In connection with the Issuer's initial public offering, pursuant to a Preferred Stock Exchange Agreement, Fund II exchanged its shares of Series B Preferred Stock and accrued but unpaid dividends for shares of the Issuer's Class B Common Stock.
SBS II was the record owner of these shares. Sterling GP II is the sole general partner of SBS II. In connection with the Issuer's initial public offering, pursuant to a Preferred Stock Exchange Agreement, SBS II exchanged its shares of Series B Preferred Stock and accrued but unpaid dividends for shares of the Issuer's Class B Common Stock.
In connection with the Issuer's initial public offering and pursuant to the underwriters' exercise of an over-allotment option, Fund II sold 1,313,482 shares of Class A Common Stock. The price of $12.09 reflects the $13.00 price to the public in the offering net of the underwriting discount of $0.91 per share of Class A Common Stock.
Fund II is the record owner of these shares. Management II is the sole general partner of Fund II. Sterling GP II is the sole general partner of Management II.
In connection with the Issuer's initial public offering and pursuant to the underwriters' exercise of an over-allotment option, SBS II sold 24,258 shares of Class A Common Stock. The price of $12.09 reflects the $13.00 price to the public in the offering net of the underwriting discount of $0.91 per share of Class A Common Stock.
SBS II is the record owner of these shares. Sterling GP II is the sole general partner of SBS II.
The Class B Common Stock is convertible (a) at the holder's option or (b) upon certain transfers of such shares, into the issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date.
Fund II is the record owner of these shares. Management II is the sole general partner of Fund II. Sterling GP II is the sole general partner of Management II.
SBS II is the record owner of these shares. Sterling GP II is the sole general partner of SBS II.