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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Sterling Investment Partners Management LLC (Last) (First) (Middle) C/O STERLING INVESTMENT PARTNERS 285 RIVERSIDE AVENUE, SUITE 300 (Street) WESTPORT CT 06880 (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/22/2013
	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)
			Code	V	Amount	(A) or (D)	Price
Series A Preferred Stock, par value $0.001 per share	04/22/2013		J		6,940.5	D	(1)	0	I	See Footnote(1)
Series A Preferred Stock, $0.001 per share	04/22/2013		J		97	D	(2)	0	I	See Footnote(2)
Series B Preferred Stock, $0.001 per share	04/22/2013		J		17,500	D	(3)	0	I	See Footnote(3)
Series B Preferred Stock, $0.001 per share	04/22/2013		J		244	D	(4)	0	I	See Footnote(4)
Class A Common Stock, $0.00001 per share	04/22/2013		S		553,448	D	$12.09(5)	2,363,951	I	See Footnote(6)
Class A Common Stock, $0.00001 per share	04/22/2013		S		7,721	D	$12.09(7)	32,952	I	See Footnote(8)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	$0	04/22/2013		J		3,537,512		(9)	(9)	Class A Common Stock	3,537,512	(1)(3)	3,537,512	I	See Footnote(10)
Class B Common Stock	$0	04/22/2013		J		49,356		(9)	(9)	Class A Common Stock	49,356	(2)(4)	49,356	I	See Footnote(11)

Explanation of Responses:

1. Sterling Investment Partners, L.P. ("Fund I") was the record owner of these shares. Sterling Investment Partners Management LLC ("Sterling GP") is the sole general partner of Fund I. In connection with the Issuer's initial public offering, pursuant to a Preferred Stock Exchange Agreement, Fund I exchanged its shares of Series A Preferred Stock and accrued but unpaid dividends for shares of the Issuer's Class B Common Stock.

2. Sterling Investment Partners Side-By-Side, L.P. ("SBS I") was the record owner of these shares. Sterling GP is the sole general partner of SBS I. In connection with the Issuer's initial public offering, pursuant to a Preferred Stock Exchange Agreement, SBS I exchanged its shares of Series A Preferred Stock and accrued but unpaid dividends for shares of the Issuer's Class B Common Stock.

3. Fund I was the record owner of these shares. Sterling GP is the sole general partner of Fund I. In connection with the Issuer's initial public offering, pursuant to a Preferred Stock Exchange Agreement, Fund I exchanged its shares of Series B Preferred Stock and accrued but unpaid dividends for shares of the Issuer's Class B Common Stock.

4. SBS I was the record owner of these shares. Sterling GP is the sole general partner of SBS I. In connection with the Issuer's initial public offering, pursuant to a Preferred Stock Exchange Agreement, SBS I exchanged its shares of Series B Preferred Stock and accrued but unpaid dividends for shares of the Issuer's Class B Common Stock.

5. In connection with the Issuer's initial public offering and pursuant to the underwriters' exercise of an over-allotment option, Fund I sold 553,448 shares of Class A Common Stock. 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.

6. Fund I is the record owner of these shares. Sterling GP is the sole general partner of Fund I.

7. In connection with the Issuer's initial public offering and pursuant to the underwriters' exercise of an over-allotment option, SBS I sold 7,721 shares of Class A Common Stock. 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.

8. SBS I is the record owner of these shares. Sterling GP is the sole general partner of SBS I.

9. 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.

10. Fund I is the record owner of these shares. Sterling GP is the sole general partner of Fund I.

11. SBS I is the record owner of these shares. Sterling GP is the sole general partner of SBS I.

	/s/ Charles Santoro, Managing Member	04/24/2013
	** 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 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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