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

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 II LLC

(Last)

(First)

(Middle)

C/O STERLING INVESTMENT PARTNERS

285 RIVERSIDE AVENUE, SUITE 300

(Street)

WESTPORT

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)
11/18/2013

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)
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, $0.00001 per share	11/18/2013		X		1,374,449	A	⁽¹⁾	5,385,876	I	See Footnote⁽²⁾
Class A Common Stock, $0.00001 per share	11/18/2013		X		25,494	A	⁽¹⁾	99,894	I	See Footnote⁽³⁾

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)
Warrants to purchase shares of Class A Common Stock	⁽⁴⁾	11/18/2013		X			1,374,449	⁽⁵⁾	03/26/2016	Class A Common Stock, par value $0.00001 per share	1,374,449	⁽⁶⁾	0	I	See Footnote⁽⁷⁾
Warrants to purchase shares of Class A Common Stock	⁽⁴⁾	11/18/2013		X			25,494	⁽⁵⁾	03/26/2016	Class A Common Stock, par value $0.00001 per share	25,494	⁽⁶⁾	0	I	See Footnote⁽⁸⁾

Explanation of Responses:

1. $0.00008 per share.

2. 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.

3. 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.

4. $0.00008 per share.

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. Fund II was 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.

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

	/s/ Charles Santoro, Managing Member	11/18/2013
	** 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).
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.