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)
09/30/2015

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	10/01/2015		M		50,133⁽¹⁾	A	$0⁽¹⁾	336,423	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⁾	09/30/2015		A		89,285		⁽⁴⁾	⁽⁴⁾	Class A Common Stock, par value $0.00001 per share	89,285	$0	89,285	D
Restricted Stock Units for Class A Common Stock⁽⁵⁾	⁽⁶⁾	10/01/2015		M			50,133	⁽⁷⁾	⁽⁷⁾	Class A Common Stock, par value $0.00001 per share	50,133	$0	0	D

Explanation of Responses:

1. 50,133 shares of Class A Common Stock were issued on October 1, 2015 pursuant to and in settlement of Restricted Stock Units ("RSUs") owned by the reporting person.

2. Pursuant to the Separation Agreement dated December 8, 2014 between the reporting person and the Issuer, the Restricted Stock Units were issued to the reporting person under the Issuer's 2013 Long-Term Incentive Plan in payment of a portion of his severance for the period from July 1, 2015 to September 30, 2015, based on the closing price of the common stock on September 30, 2015.

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

4. All RSUs are vested, but the shares issued in settlement thereof shall be issued on September 30, 2016.

5. Consists of RSUs granted under the Issuer's 2013 Long-Term Incentive Plan on September 30, 2014 in payment of a portion of Mr. Glickberg's salary for the calendar quarter ended September 30, 2014.

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

7. The 50,133 RSUs were vested upon being issued on September 30, 2014, but Class A common stock was not to be issued in settlement of the RSUs until September 30, 2015.

	/s/ Howard Glickberg	10/02/2015
	** 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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