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Filing Details

Accession Number:
0001104659-13-032017
Form Type:
4
Zero Holdings:
No
Publication Time:
2013-04-24 10:28:44
Reporting Period:
2013-04-22
Filing Date:
2013-04-24
Accepted Time:
2013-04-24 10:28:44
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
1311156 W Charles Santoro C/o Fairway Group Holdings Corp.
2284 12Th Avenue
New York NY 10027
Executive Chairman Yes Yes Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock, Par Value $0.00001 Per Share Disposition 2013-04-22 1,898,909 $12.09 6,482,730 No 4 S Indirect See Footnote
Class A Common Stock, Par Value $0.00001 Per Share Acquisiton 2013-04-22 50,000 $13.00 50,000 No 4 P Direct
Series A Preferred Stock, Par Value $0.001 Per Share Disposition 2013-04-22 40,121 $0.00 0 No 4 J Indirect See Footnote
Series B Preferred Stock, Par Value $0.001 Per Share Disposition 2013-04-22 50,278 $0.00 0 No 4 J Indirect See Footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect See Footnote
No 4 P Direct
No 4 J Indirect See Footnote
No 4 J Indirect See Footnote
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock, Par Value $0.00001 Per Share Restricted Stock Units for Class A Common Stock Acquisiton 2013-04-22 364,809 $0.00 364,809 $0.00
Class A Common Stock Class B Common Stock Acquisiton 2013-04-22 13,080,655 $0.00 13,080,655 $0.00
Class A Common Stock, Par Value $0.00001 Per Share Option (right) to Purchase Shares of Class A Common Stock Acquisiton 2013-04-22 121,603 $0.00 121,603 $15.60
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
364,809 No 4 A Direct
13,080,655 No 4 J Indirect
121,603 2023-04-22 No 4 A Direct
Footnotes
  1. In connection with the Issuer's initial public offering and pursuant to the underwriters' exercise of an over-allotment option, Sterling Investment Partners, L.P. ("Fund I") sold 553,448 shares of Class A Common Stock, Sterling Investment Partners Side-By-Side, L.P. ("SBS I") sold 7,721 shares of Class A Common Stock, Sterling Investment Partners II, L.P. ("Fund II") sold 1,313,482 shares of Class A Common Stock and Sterling Investment Partners Side-By-Side II, L.P. ("SBS II" and together with Fund I, SBS I and Fund II, the "Sterling Funds") sold 24,258 shares of Class A Common Stock. As a member of the general partner of each Sterling Fund, Mr. Santoro has shared voting and investment power with respect to, and therefore may be deemed to be the beneficial owner of, the shares beneficially owned by the Sterling Funds.
  2. Mr. Santoro disclaims beneficial ownership of the shares beneficially owned by the Sterling Funds, other than the shares attributable to his limited and general partnership interest therein. 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.
  3. Consists of (i) 2,363,951 shares of Class A Common Stock beneficially owned by Fund I, (ii) 32,952 shares of Class A Common Stock beneficially owned by SBS I, (iii) 4,011,427 shares of Class A Common Stock beneficially owned by Fund II and (iv) 74,400 shares of Class A Common Stock beneficially owned by SBS II. As a member of the general partner of each Sterling Fund, Mr. Santoro has shared voting and investment power with respect to, and therefore may be deemed to be the beneficial owner of, the shares beneficially owned by the Sterling Funds. Mr. Santoro disclaims beneficial ownership of the shares beneficially owned by the Sterling Funds, other than the shares attributable to his limited and general partnership interest therein.
  4. In connection with the Issuer's initial public offering, pursuant to a Preferred Stock Exchange Agreement, the Sterling Funds exchanged their respective shares of Series A Preferred Stock and accrued but unpaid dividends for shares of the Issuer's Class B Common Stock and their Series B Preferred Stock and accrued but unpaid dividends for shares of the Issuer's Class B Common Stock. In connection with this exchange, Fund I received 3,537,512 shares of the Issuer's Class B Common Stock, SBS I received 49,356 shares of the Issuer's Class Common Stock, Fund II received 9,322,046 shares of the Issuer's Class B Common Stock and SBS II received 171,741 shares of the Issuer's Class B Common Stock.
  5. As a member of the general partner of each Sterling Fund, Mr. Santoro has shared voting and investment power with respect to, and therefore may be deemed to be the beneficial owner of, the shares beneficially owned by the Sterling Funds. Mr. Santoro disclaims beneficial ownership of the shares beneficially owned by the Sterling Funds, other than the shares attributable to his limited and general partnership interest therein.
  6. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
  7. Consists of restricted stock units ("RSUs") which were granted under the Issuer's 2013 Long-Term Incentive Plan (the "Plan") and will vest on the earliest to occur of (i) April 22, 2016, subject to Mr. Santoro's continued service as a director, (ii) a Company Sale Event (as that term is defined in the Plan) or (iii) Mr. Santoro not being renominated by the board of directors for election as a director or elected a director by the stockholders. Any vested RSUs will be settled in shares of the Issuer's Class A Common Stock on the earlier to occur of (x) April 22, 2016 and (y) a Company Sale Event.
  8. 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.
  9. Consists of (i) 3,537,512 of Class B Common Stock beneficially owned by Fund I, (ii) 49,356 shares of Class B Common Stock beneficially owned by SBS I, (iii) 9,322,046 shares of Class B Common Stock beneficially owned by Fund II and (iv) 171,741 shares of Class B Common Stock beneficially owned by SBS II. As a member of the general partner of each Sterling Fund, Mr. Santoro has shared voting and investment power with respect to, and therefore may be deemed to be the beneficial owner of, the shares beneficially owned by the Sterling Funds. Mr. Santoro disclaims beneficial ownership of the shares beneficially owned by the Sterling Funds, other than the shares attributable to his limited and general partnership interest therein.
  10. The options will vest and become exercisable in four equal annual installments commencing on April 22, 2014, subject to acceleration upon a Company Sale Event.