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*
(Street)
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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 ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 6,940.5 | I | See Footnote(1) |
Series A Preferred Stock, par value $0.001 per share | 97 | I | See Footnote(2) |
Series B Preferred Stock, par value $0.001 per share | 17,500 | I | See Footnote(3) |
Series B Preferred Stock, par value $0.001 per share | 244 | I | See Footnote(4) |
Class A Common Stock, par value $0.00001 per share | 2,917,399 | I | See Footnote(5) |
Class A Common Stock, par value $0.00001 per share | 40,673 | I | See Footnote(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants to purchase shares of Class A Common Stock | (7) | 03/26/2016 | Class A Common Stock, par value $0.00001 per share | 295,856 | (8) | I | See Footnote(9) |
Warrants to purchase shares of Class A Common Stock | (7) | 03/26/2016 | Class A Common Stock, par value $0.00001 per share | 4,150 | (8) | I | See Footnote(10) |
Explanation of Responses: |
1. Sterling Investment Partners, L.P. ("Fund I") is the record owner of these shares. Sterling Investment Partners Management LLC ("Sterling GP") is the sole general partner of Fund I. Fund I has agreed to exchange these shares of 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. |
2. Sterling Investment Partners Side-By-Side L.P. ("SBS I") is the record owner of these shares. Sterling GP is the sole general partner of SBS I. SBS I has agreed to exchange these shares of 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. Fund I is the record owner of these shares. Sterling GP is the sole general partner of Fund I. Fund I has agreed to exchange these shares of 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. SBS I is the record owner of these shares. Sterling GP is the sole general partner of SBS I. SBS I has agreed to exchange these shares of 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. |
5. Fund I is the record owner of these shares. Sterling GP is the sole general partner of Fund I. |
6. SBS I is the record owner of these shares. Sterling GP is the sole general partner of SBS I. |
7. 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. |
8. $0.00008 per share. |
9. Fund I is the record owner of these warrants. Sterling GP is the sole general partner of Fund I. |
10. SBS I is the record owner of these warrants. Sterling GP is the sole general partner of SBS I. |
/s/ William L. Selden, Managing Member | 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |