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