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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

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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

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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	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

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.
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.
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.
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.
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.
Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
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.
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.
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.
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.