SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Glickberg Howard

(Last)

(First)

(Middle)

C/O FAIRWAY GROUP HOLDINGS CORP.

2284 12TH AVENUE

(Street)

NEW YORK

10027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Fairway Group Holdings Corp [ FWM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
Class A Common Stock, par value $0.00001 per share	06/03/2015		M		170,465⁽¹⁾	A	$0⁽¹⁾	258,095	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units for Class A Common Stock⁽²⁾	⁽³⁾	06/03/2015		M			145,924	⁽⁴⁾	⁽⁴⁾	Class A Common Stock, par value $0.00001 per share	145,924	$0	0	D
Restricted Stock Units for Class A Common Stock⁽⁵⁾	⁽³⁾	06/03/2015		M			24,541	⁽⁶⁾	⁽⁶⁾	Class A Common Stock, par value $0.00001 per share	24,541	$0	0	D

Explanation of Responses:

1. 170,465 shares of Class A Common Stock were issued on June 3, 2015 pursuant to and in settlement of Restricted Stock Units ("RSUs") owned by the reporting person.

2. Consists of RSUs granted under the Issuer's 2013 Long-Term Incentive Plan on April 22, 2013 in connection with the Issuer's initial public offering.

3. Each RSU represented a contingent right to receive one share of Class A Common Stock.

4. The 145,924 RSUs, which originally were to vest in two equal installments on April 22, 2016 and 2017, vested effective November 14, 2014, pursuant to the Separation Agreement entered into between the Issuer and Mr. Glickberg on December 8th, 2014.

5. Consists of RSUs granted under the Issuer's 2013 Long-Term Incentive Plan on March 31, 2014 in payment of a portion of Mr. Glickberg's salary for the calendar quarter ended March 31, 2014.

6. The 24,541 RSUs were vested upon being issued on March 31, 2014, but Class A common stock was not to be issued in settlement of the RSUs until March 31, 2015.

	/s/ Howard Glickberg	06/05/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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