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^*

Sterling Investment Partners Management II LLC

(Last)

(First)

(Middle)

C/O STERLING INVESTMENT PARTNERS

285 RIVERSIDE AVENUE, SUITE 300

(Street)

WESTPORT

06880-4806

(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)

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	32,488.5	I	See Footnote⁽¹⁾
Series A Preferred Stock, par value $0.001 per share	595	I	See Footnote⁽²⁾
Series B Preferred Stock, par value $0.001 per share	31,942	I	See Footnote⁽³⁾
Series B Preferred Stock, par value $0.001 per share	592	I	See Footnote⁽⁴⁾
Class A Common Stock, par value $0.00001 per share	5,324,909	I	See Footnote⁽⁵⁾
Class A Common Stock, par value $0.00001 per share	98,658	I	See Footnote⁽⁶⁾

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	⁽⁷⁾	03/26/2016	Class A Common Stock, par value $0.00001 per share	1,374,449	⁽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	25,494	⁽⁸⁾	I	See Footnote⁽¹⁰⁾

Explanation of Responses:

1. Sterling Investment Partners II, L.P. ("Fund II") is the record owner of these shares. Sterling Investment Partners Management II L.P. ("Management II") is the sole general partner of Fund II. Sterling Investment Partners Management II LLC ("Sterling GP II") is the sole general partner of Management II. Fund II 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 II, L.P. ("SBS II") is the record owner of these shares. Sterling GP II is the sole general partner of SBS II. SBS II 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 II is the record owner of these shares. Management II is the sole general partner of Fund II. Sterling GP II is the sole general partner of Management II. Fund II 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 II is the record owner of these shares. Sterling GP II is the sole general partner of SBS II. SBS II 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 II is the record owner of these shares. Management II is the sole general partner of Fund II. Sterling GP II is the sole general partner of Management II.

6. SBS II is the record owner of these shares. Sterling GP II is the sole general partner of SBS II.

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 II is the record owner of these warrants. Management II is the sole general partner of Fund II. Sterling GP II is the sole general partner of Management II.

10. SBS II is the record owner of these warrants. Sterling GP II is the sole general partner of SBS II.

	/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).
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