SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Selden William

(Last)

(First)

(Middle)

C/O FAIRWAY GROUP HOLDINGS CORP.

2284 12TH AVENUE

(Street)

NEW YORK

10027

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/16/2013

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock, par value $0.001 per share	40,121	I	See Footnote⁽¹⁾⁽²⁾
Series B Preferred Stock, par value $0.001 per share	50,278	I	See Footnote⁽³⁾
Class A Common Stock, par value $0.00001 per share	8,381,639	I	See Footnote⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants to purchase shares of Class A Common Stock	⁽⁵⁾	03/26/2016	Class A Common Stock, par value $0.00001 per share	1,699,949	⁽⁶⁾	I	See Footnote⁽⁷⁾

Explanation of Responses:

1. Consists of (i) 6,940.5 shares of Series A Preferred Stock beneficially owned by Sterling Investment Partners, L.P. ("Fund I"), (ii) 97 shares of Series A Preferred Stock beneficially owned by Sterling Investment Partners Side-By-Side, L.P. ("SBS I"), (iii) 32,488.5 shares of Series A Preferred Stock beneficially owned by Sterling Investment Partners II, L.P. ("Fund II") and (iv) 595 shares of Series A Preferred Stock beneficially owned by Sterling Investment Partners Side-By-Side II, L.P. ("SBS II" and together with Fund I, SBS I and Fund II, the "Sterling Funds"). As a member of the general partner of the Sterling Funds, Mr. Selden 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. Selden 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 Sterling Funds have agreed, respectively, to exchange their shares of Series A Preferred Stock and accrued but unpaid dividends for shares of the Issuer's Class B Common Stock upon consummation of the Issuer's initial public offering.

3. Consists of (i) 17,500 shares of Series B Preferred Stock beneficially owned by Fund I, (ii) 244 shares of Series B Preferred Stock beneficially owned by SBS I, (iii) 31,942 shares of Series B Preferred Stock beneficially owned by Fund II and (iv) 592 shares of shares of Series B Preferred Stock beneficially owned by SBS II. As a member of the general partner of each Sterling Fund, Mr. Selden 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. Selden 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 Sterling Funds have agreed, respectively, to exchange their shares of Series B Preferred Stock and accrued but unpaid dividends for shares of the Issuer's Class B Common Stock upon consummation of the Issuer's initial public offering.

4. Consists of (i) 2,917,399 shares of Class A Common Stock beneficially owned by Fund I, (ii) 40,673 shares of Class A Common Stock beneficially owned by SBS I, (iii) 5,324,909 shares of Class A Common Stock beneficially owned by Fund II and (iv) 98,658 shares of Class A Common Stock beneficially owned by SBS II. As a member of the general partner of each Sterling Fund, Mr. Selden 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. Selden 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.

5. The warrants are exercisable at any time on or before March 26, 2016, or the consummation of a liquidation event, as defined in the warrants. Any warrants that have not been exercised in full before March 26,2016 will be automatically exercised, without further action on the part of the holder, on and as of that date.

6. $0.00008 per share.

7. Consists of (i) warrants to purchase 295,856 shares of Class A Common Stock beneficially owned by Fund I (ii) warrants to purchase 4,150 shares of Class A Common Stock beneficially owned by SBS I (iii) warrants to purchase 1,374,449 shares of Class A Common Stock beneficially owned by Fund II and (iv) warrants to purchase 25,494 shares of Class A Common Stock beneficially owned by SBS II. As a member of the general partner of each Sterling Fund, Mr. Selden 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. Selden 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.

	/s/ William L. Selden	04/12/2013
	** 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 5 (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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