0001104659-13-032013.txt : 20130424 0001104659-13-032013.hdr.sgml : 20130424 20130424102728 ACCESSION NUMBER: 0001104659-13-032013 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130422 FILED AS OF DATE: 20130424 DATE AS OF CHANGE: 20130424 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Selden William CENTRAL INDEX KEY: 0001559595 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35880 FILM NUMBER: 13778055 MAIL ADDRESS: STREET 1: C/O FAIRWAY GROUP HOLDINGS CORP. STREET 2: 2284 12TH AVENUE CITY: NEW YORK STATE: NY ZIP: 10027 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fairway Group Holdings Corp CENTRAL INDEX KEY: 0001555492 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 741201087 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 2284 12TH Avenue CITY: New York STATE: NY ZIP: 10027 BUSINESS PHONE: (646)616-8000 MAIL ADDRESS: STREET 1: 2284 12TH Avenue CITY: New York STATE: NY ZIP: 10027 4 1 a4.xml 4 X0306 4 2013-04-22 0 0001555492 Fairway Group Holdings Corp FWM 0001559595 Selden William C/O FAIRWAY GROUP HOLDINGS CORP. 2284 12TH AVENUE NEW YORK NY 10027 1 0 1 0 Class A Common Stock, par value $0.00001 per share 2013-04-22 4 S 0 1898909 12.09 D 6482730 I See Footnote Series A Preferred Stock, par value $0.001 per share 2013-04-22 4 J 0 40121 D 0 I See Footnote Series B Preferred Stock, par value $0.001 per share 2013-04-22 4 J 0 50278 D 0 I See Footnote Restricted Stock Units for Class A Common Stock 2013-04-22 4 A 0 97282 0 A Class A Common Stock, par value $0.00001 per share 97282 97282 D Class B Common Stock 0 2013-04-22 4 J 0 13080655 A Class A Common Stock 13080655 13080655 I See footnote In connection with the Issuer's initial public offering and pursuant to the underwriters' exercise of an over-allotment option, Sterling Investment Partners, L.P. ("Fund I") sold 553,448 shares of Class A Common Stock, Sterling Investment Partners Side-By-Side, L.P. ("SBS I") sold 7,721 shares of Class A Common Stock, Sterling Investment Partners II, L.P. ("Fund II") sold 1,313,482 shares of Class A Common Stock and Sterling Investment Partners Side-By-Side II, L.P. ("SBS II" and together with Fund I, SBS I and Fund II, the "Sterling Funds") sold 24,258 shares of Class A Common Stock. 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 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. Consists of (i) 2,363,951 shares of Class A Common Stock beneficially owned by Fund I, (ii) 32,952 shares of Class A Common Stock beneficially owned by SBS I, (iii) 4,011,427 shares of Class A Common Stock beneficially owned by Fund II and (iv) 74,400 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. In connection with the Issuer's initial public offering, pursuant to a Preferred Stock Exchange Agreement, the Sterling Funds exchanged their respective shares of Series A Preferred Stock and accrued but unpaid dividends for shares of the Issuer's Class B Common Stock and their Series B Preferred Stock and accrued but unpaid dividends for shares of the Issuer's Class B Common Stock. In connection with this exchange, Fund I received 3,537,512 shares of the Issuer's Class B Common Stock, SBS I received 49,356 shares of the Issuer's Class Common Stock, Fund II received 9,322,046 shares of the Issuer's Class B Common Stock and SBS II received 171,741 shares of the Issuer's Class B Common Stock. 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. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. Consists of restricted stock units ("RSUs") which were granted under the Issuer's 2013 Long-Term Incentive Plan (the "Plan") and will vest on the earliest to occur of (i) April 22, 2016, subject to Mr. Selden's continued service as a director, (ii) a Company Sale Event (as that term is defined in the Plan) or (iii) Mr. Selden not being renominated by the board of directors for election as a director or elected a director by the stockholders. Any vested RSUs will be settled in shares of the Issuer's Class A Common Stock on the earlier to occur of (x) April 22, 2016 and (y) a Company Sale Event. 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. Consists of (i) 3,537,512 of Class B Common Stock beneficially owned by Fund I, (ii) 49,356 shares of Class B Common Stock beneficially owned by SBS I, (iii) 9,322,046 shares of Class B Common Stock beneficially owned by Fund II and (iv) 171,741 shares of Class B 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/ Nathalie Augustin, by power of attorney 2013-04-24