0001104659-14-010482.txt : 20140214 0001104659-14-010482.hdr.sgml : 20140214 20140214143417 ACCESSION NUMBER: 0001104659-14-010482 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: CHARLES SANTORO GROUP MEMBERS: DOUGLAS L. NEWHOUSE GROUP MEMBERS: M. WILLIAM MACEY, JR. GROUP MEMBERS: STERLING INVESTMENT PARTNERS II, L.P. GROUP MEMBERS: STERLING INVESTMENT PARTNERS MANAGEMENT II LLC GROUP MEMBERS: STERLING INVESTMENT PARTNERS SIDE-BY-SIDE II, L.P. GROUP MEMBERS: STERLING INVESTMENT PARTNERS SIDE-BY-SIDE, L.P. GROUP MEMBERS: STERLING INVESTMENT PARTNERS, L.P. GROUP MEMBERS: WILLIAM SELDEN SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87743 FILM NUMBER: 14614876 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sterling Investment Partners Management LLC CENTRAL INDEX KEY: 0001574233 IRS NUMBER: 061565690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 285 RIVERSIDE AVENUE STREET 2: SUITE 300 CITY: WESTPORT STATE: CT ZIP: 06880-4806 BUSINESS PHONE: (203)226-8711 MAIL ADDRESS: STREET 1: 285 RIVERSIDE AVENUE STREET 2: SUITE 300 CITY: WESTPORT STATE: CT ZIP: 06880-4806 SC 13G 1 a14-5624_1sc13g.htm SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 


 

SCHEDULE 13G

 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

 

(Amendment No.     )*

 

FAIRWAY GROUP HOLDINGS CORP.

(Name of Issuer)

CLASS A COMMON STOCK

(Title of Class of Securities)

30603D109

(CUSIP Number)

12/31/13              

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 30603D109

13G

 

 

 

1.

Names of Reporting Persons
Sterling Investment Partners Management LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
6,283,777(1)(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
6,283,777(1)(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,283,777(1)(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
19.3%(3)

 

 

12

Type of Reporting Person (See Instructions)
OO

 


(1) Sterling Investment Partners, L.P. (“Fund I”) is the record owner of 6,197,319 of these shares, consisting of (a) 2,659,807 shares of Class A Common Stock and (b) 3,537,512 shares of Class B Common Stock. Sterling Investment Partners Management LLC (“Sterling GP”) is the sole general partner of Fund I. Sterling Investment Partners Side-By-Side, L.P. (“SBS I”) is the record owner of 86,458 of these shares, consisting of (a) 37,102 of shares of Class A Common Stock and (b) 49,356 shares of Class B Common Stock. Sterling GP is the sole general partner of SBS I. 

 

(2) The Class B Common Stock is convertible at the holder’s option into the Issuer’s Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per share.

 

(3) The percent ownership calculation is based upon an aggregate of 28,895,844 shares of Class A Common Stock outstanding as of January 31, 2014 as reported on the Issuer’s Form 10-Q for the quarterly period ended December 29, 2013, plus the number of shares of Class B Common Stock held by the Reporting Person.  The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report.

 

2



 

CUSIP No. 30603D109

13G

 

 

 

1.

Names of Reporting Persons
Sterling Investment Partners Management II LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
14,979,557(4)(5)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
14,979,557(4)(5)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
14,979,557(4)(5)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
39.0%(6)

 

 

12

Type of Reporting Person (See Instructions)
OO

 


(4) Sterling Investment Partners II, L.P. (“Fund II”) is the record owner of 14,707,922 of these shares, consisting of (a) 5,385,876 shares of Class A Common Stock and (b) 9,322,046 shares of Class B Common Stock. 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. Sterling Investment Partners Side-By-Side II, L.P. (“SBS II”) is the record owner of 271,635 of these shares, consisting of (a) 99,894 shares of Class A Common Stock and (b) 171,741 shares of Class B Common Stock. Sterling GP II is the sole general partner of SBS II.

 

(5) The Class B Common Stock is convertible at the holder’s option into the Issuer’s Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per share.

 

(6) The percent ownership calculation is based upon an aggregate of 28,895,844 shares of Class A Common Stock outstanding as of January 31, 2014 as reported on the Issuer’s Form 10-Q for the quarterly period ended December 29, 2013, plus the number of shares of Class B Common Stock held by the Reporting Person.  The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report.

 

3



 

CUSIP No. 30603D109

13G

 

 

 

1.

Names of Reporting Persons
Sterling Investment Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
6,197,319(7)(8)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
6,197,319(7)(8)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,197,319(7)(8)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
19.1%(9)

 

 

12

Type of Reporting Person (See Instructions)
PN

 


(7) Consists of (a) 2,659,807 shares of Class A Common Stock and (b) 3,537,512 shares of Class B Common Stock.

 

(8) The Class B Common Stock is convertible at the holder’s option into the Issuer’s Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per share.

 

(9) The percent ownership calculation is based upon an aggregate of 28,895,844 shares of Class A Common Stock outstanding as of January 31, 2014 as reported on the Issuer’s Form 10-Q for the quarterly period ended December 29, 2013, plus the number of shares of Class B Common Stock held by the Reporting Person.  The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report.

 

4



 

CUSIP No. 30603D109

13G

 

 

 

1.

Names of Reporting Persons
Sterling Investment Partners Side-By-Side, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
86,458(10)(11)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
86,458(10)(11)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
86,458(10)(11)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
0.3%(12)

 

 

12

Type of Reporting Person (See Instructions)
PN

 


(10) Consists of (a) 37,102 of shares of Class A Common Stock and (b) 49,356 shares of Class B Common Stock.

 

(11) The Class B Common Stock is convertible at the holder’s option into the Issuer’s Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per share.

 

(12) The percent ownership calculation is based upon an aggregate of 28,895,844 shares of Class A Common Stock outstanding as of January 31, 2014 as reported on the Issuer’s Form 10-Q for the quarterly period ended December 29, 2013, plus the number of shares of Class B Common Stock held by the Reporting Person.  The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report.

 

5



 

CUSIP No. 30603D109

13G

 

 

 

1.

Names of Reporting Persons
Sterling Investment Partners II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
14,707,922(13)(14)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
14,707,922(13)(14)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
14,707,922(13)(14)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
38.5%(15)

 

 

12

Type of Reporting Person (See Instructions)
PN

 


(13) Consists of (a) 5,385,876 shares of Class A Common Stock and (b) 9,322,046 shares of Class B Common Stock.

 

(14) The Class B Common Stock is convertible at the holder’s option into the Issuer’s Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per share.

 

(15) The percent ownership calculation is based upon an aggregate of 28,895,844 shares of Class A Common Stock outstanding as of January 31, 2014 as reported on the Issuer’s Form 10-Q for the quarterly period ended December 29, 2013, plus the number of shares of Class B Common Stock held by the Reporting Person.  The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report.

 

6



 

CUSIP No. 30603D109

13G

 

 

 

1.

Names of Reporting Persons
Sterling Investment Partners Side-By-Side II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
271,635(16)(17)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
271,635(16)(17)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
271,635(16)(17)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
0.9%(18)

 

 

12

Type of Reporting Person (See Instructions)
PN

 


(16) Consists of (a) 99,894 shares of Class A Common Stock and (b) 171,741 shares of Class B Common Stock.

 

(17) The Class B Common Stock is convertible at the holder’s option into the Issuer’s Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per share.

 

(18) The percent ownership calculation is based upon an aggregate of 28,895,844 shares of Class A Common Stock outstanding as of January 31, 2014 as reported on the Issuer’s Form 10-Q for the quarterly period ended December 29, 2013, plus the number of shares of Class B Common Stock held by the Reporting Person.  The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report.

 

7



 

CUSIP No. 30603D109

13G

 

 

 

1.

Names of Reporting Persons
Charles Santoro

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
52,109

 

6.

Shared Voting Power
21,263,334(19)(20)

 

7.

Sole Dispositive Power
52,109

 

8.

Shared Dispositive Power
21,263,334(19)(20)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
21,315,443(19)(20)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
50.8%(21)

 

 

12

Type of Reporting Person (See Instructions)
IN

 


(19) 21,263,334 shares are held indirectly. Shares held indirectly consist of (i) 2,659,807 shares of Class A Common Stock and 3,537,512 shares of Class B Common Stock beneficially owned by Fund I, (ii) 37,102 shares of Class A Common Stock and 49,356 shares of Class B Common Stock beneficially owned by SBS I, (iii) 5,385,876 shares of Class A Common Stock and 9,322,046 shares of Class B Common Stock beneficially owned by Fund II and (iv) 99,894 shares of Class A Common Stock and 171,741 shares of Class B Common Stock beneficially owned by SBS II.  Fund I, SBS I, Fund II and SBS II are collectively the “Sterling Funds”.  As a managing member of the general partner of each Sterling Fund, Mr. Santoro 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. Santoro 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.

 

(20) The Class B Common Stock is convertible at the holder’s option into the Issuer’s Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per share.

 

(21) The percent ownership calculation is based upon an aggregate of 28,895,844 shares of Class A Common Stock outstanding as of January 31, 2014 as reported on the Issuer’s Form 10-Q for the quarterly period ended December 29, 2013, plus the number of shares of Class B Common Stock held by the Reporting Person.  The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report.

 

8



 

CUSIP No. 30603D109

13G

 

 

 

1.

Names of Reporting Persons
William Selden

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,054

 

6.

Shared Voting Power
21,263,334(22)(23)

 

7.

Sole Dispositive Power
1,054

 

8.

Shared Dispositive Power
21,263,334(22)(23)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
21,264,388(22)(23)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
50.7%(24)

 

 

12

Type of Reporting Person (See Instructions)
IN

 


(22) 21,263,334 shares are held indirectly. Shares held indirectly consist of (i) 2,659,807 shares of Class A Common Stock and 3,537,512 shares of Class B Common Stock beneficially owned by Fund I, (ii) 37,102 shares of Class A Common Stock and 49,356 shares of Class B Common Stock beneficially owned by SBS I, (iii) 5,385,876 shares of Class A Common Stock and 9,322,046 shares of Class B Common Stock beneficially owned by Fund II and (iv) 99,894 shares of Class A Common Stock and 171,741 shares of Class B Common Stock beneficially owned by SBS II.  As a managing 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.

 

(23) The Class B Common Stock is convertible at the holder’s option into the Issuer’s Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per share.

 

(24) The percent ownership calculation is based upon an aggregate of 28,895,844 shares of Class A Common Stock outstanding as of January 31, 2014 as reported on the Issuer’s Form 10-Q for the quarterly period ended December 29, 2013, plus the number of shares of Class B Common Stock held by the Reporting Person.  The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report.

 

9



 

CUSIP No. 30603D109

13G

 

 

 

1.

Names of Reporting Persons
M. William Macey, Jr.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
21,263,334(25)(26)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
21,263,334(25)(26)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
21,263,334(25)(26)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
50.7%(27)

 

 

12

Type of Reporting Person (See Instructions)
IN

 


(25) Consists of (i) 2,659,807 shares of Class A Common Stock and 3,537,512 shares of Class B Common Stock beneficially owned by Fund I, (ii) 37,102 shares of Class A Common Stock and 49,356 shares of Class B Common Stock beneficially owned by SBS I, (iii) 5,385,876 shares of Class A Common Stock and 9,322,046 shares of Class B Common Stock beneficially owned by Fund II and (iv) 99,894 shares of Class A Common Stock and 171,741 shares of Class B Common Stock beneficially owned by SBS II.  As a managing member of the general partner of each Sterling Fund, Mr. Macey 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. Macey 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.

 

(26) The Class B Common Stock is convertible at the holder’s option into the Issuer’s Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per share.

 

(27) The percent ownership calculation is based upon an aggregate of 28,895,844 shares of Class A Common Stock outstanding as of January 31, 2014 as reported on the Issuer’s Form 10-Q for the quarterly period ended December 29, 2013, plus the number of shares of Class B Common Stock held by the Reporting Person.  The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report.

 

10



 

CUSIP No.  30603D109

13G

 

 

 

1.

Names of Reporting Persons
Douglas L. Newhouse

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
21,263,334(28)(29)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
21,263,334(28)(29)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
21,263,334(28)(29)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
50.7%(30)

 

 

12

Type of Reporting Person (See Instructions)
IN

 


(28) Consists of (i) 2,659,807 shares of Class A Common Stock and 3,537,512 shares of Class B Common Stock beneficially owned by Fund I, (ii) 37,102 shares of Class A Common Stock and 49,356 shares of Class B Common Stock beneficially owned by SBS I, (iii) 5,385,876 shares of Class A Common Stock and 9,322,046 shares of Class B Common Stock beneficially owned by Fund II and (iv) 99,894 shares of Class A Common Stock and 171,741 shares of Class B Common Stock beneficially owned by SBS II.  As a managing member of the general partner of each Sterling Fund, Mr. Newhouse 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. Newhouse 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.

 

(29) The Class B Common Stock is convertible at the holder’s option into the Issuer’s Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per share.

 

(30) The percent ownership calculation is based upon an aggregate of 28,895,844 shares of Class A Common Stock outstanding as of January 31, 2014 as reported on the Issuer’s Form 10-Q for the quarterly period ended December 29, 2013, plus the number of shares of Class B Common Stock held by the Reporting Person.  The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report.

 

11



 

Item 1.

 

(a)

Name of Issuer:
Fairway Group Holdings Corp.

 

(b)

Address of Issuer’s Principal Executive Offices:
2284 12
th Avenue

New York, New York 10027

 

Item 2.

 

(a)

Name of Persons Filing:
Sterling Investment Partners Management LLC (“Sterling GP”)

Sterling Investment Partners Management II LLC (“Sterling GP II”)

Sterling Investment Partners, L.P. (“Fund I”)

Sterling Investment Partners Side-By-Side, L.P. (“SBS I”)

Sterling Investment Partners II, L.P. (“Fund II”)

Sterling Investment Partners Side-By-Side II, L.P. (“SBS II” and together with Fund I, SBS I and Fund II, the “Sterling Funds”)

Charles Santoro (“Mr. Santoro”)

William Selden (“Mr. Selden”)

M. William Macey, Jr. (“Mr. Macey”)

Douglas L. Newhouse (“Mr. Newhouse”)

 

(b)

Address of Principal Business Office or, if none, Residence:
The principal business address for each of Sterling GP, Sterling GP II, Fund, I, SBS I, Fund II, SBS II, Mr. Santoro, Mr. Selden, Mr. Macey and Mr. Newhouse is 285 Riverside Avenue, Suite 300, Westport, CT 06880-4806.

 

(c)

Citizenship:
Sterling GP and Sterling GP II are Delaware limited liability companies.

Fund I, SBS I, Fund II and SBS II are Delaware limited partnerships.

Each of Mr. Santoro, Mr. Selden, Mr. Macey and Mr. Newhouse is a citizen of the United States.

 

(d)

Title of Class of Securities:
Class A common stock, par value $ 0.00001 per share

 

(e)

CUSIP Number:
30603D109

 

Item 3.

Not Applicable

 

 

Item 4.

Ownership

 

(a)

Amount beneficially owned:   

2,696,909 shares of Class A Common Stock and 3,586,868 shares of Class B Common Stock are beneficially owned by Sterling GP.(1)(2)

5,485,770 shares of Class A Common Stock and 9,493,787 shares of Class B Common Stock are beneficially owned by Sterling GP II.(2)(3)

2,659,807 shares of Class A Common Stock and 3,537,512 shares of Class B Common Stock are beneficially owned by Fund I.(2)

37,102 shares of Class A Common Stock and 49,356 shares of Class B Common Stock

 

12



 

 

 

are beneficially owned by SBS I.(2)

5,385,876 shares of Class A Common Stock and 9,322,046 shares of Class B Common Stock are beneficially owned by Fund II.(2)

99,894 shares of Class A Common Stock and 171,741 shares of Class B Common Stock are beneficially owned by SBS II.(2)

8,234,788 shares of Class A Common Stock and 13,080,655 shares of Class B Common Stock are beneficially owned by Mr. Santoro.(2)(4)

8,183,733 shares of Class A Common Stock and 13,080,655 shares of Class B Common Stock are beneficially owned by Mr. Selden.(2)(4)

8,182,679 shares of Class A Common Stock and 13,080,655 shares of Class B Common Stock are beneficially owned by Mr. Macey.(2)(5)

8,182,679 shares of Class A Common Stock and 13,080,655 shares of Class B Common Stock are beneficially owned by Mr. Newhouse.(2)(5)

 


(1) Fund I is the record owner of 6,197,391 of these shares, consisting of (a) 2,659,807 shares of Class A Common Stock and (b) 3,537,512 shares of Class B Common Stock, and SBS I is the record owner of 86,458 of these shares, consisting of (a) 37,102 of shares of Class A Common Stock and (b) 49,356 shares of Class B Common Stock. Sterling GP is the sole general partner of Fund I and SBS I. 

 

(2) The Class B Common Stock is convertible at the holder’s option into the Issuer’s Class A Common Stock on a 1-for-1 basis.

 

(3) Fund II is the record owner of 14,707,922 of these shares, consisting of (a) 5,385,876 shares of Class A Common Stock and (b) 9,322,046 shares of Class B Common Stock, and SBS II is the record owner of 271,635 of these shares, consisting of (a) 99,894 shares of Class A Common Stock and (b) 171,741 shares of Class B Common Stock. Sterling GP II is the sole general partner of the sole general partner of Fund II and the sole general partner of SBS II.

 

(4) Includes (i) 2,659,807 shares of Class A Common Stock and 3,537,512 shares of Class B Common Stock beneficially owned by Fund I, (ii) 37,102 shares of Class A Common Stock and 49,356 shares of Class B Common Stock beneficially owned by SBS I, (iii) 5,385,876 shares of Class A Common Stock and 9,322,046 shares of Class B Common Stock beneficially owned by Fund II and (iv) 99,894 shares of Class A Common Stock and 171,741 shares of Class B Common Stock beneficially owned by SBS II. 

 

(5) Consists of (i) 2,659,807 shares of Class A Common Stock and 3,537,512 shares of Class B Common Stock beneficially owned by Fund I, (ii) 37,102 shares of Class A Common Stock and 49,356 shares of Class B Common Stock beneficially owned by SBS I, (iii) 5,385,876 shares of Class A Common Stock and 9,322,046 shares of Class B Common Stock beneficially owned by Fund II and (iv) 99,894 shares of Class A Common Stock and 171,741 shares of Class B Common Stock beneficially owned by SBS II. 

 

(b)

Percent of class:   

See the responses to Item 11 on the attached cover pages.

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or direct the vote:   

See the responses to Item 5 on the attached cover pages

 

13



 

 

 

(ii)

Shared power to vote or direct the vote:    

See the responses to Item 6 on the attached cover pages.

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

See the responses to Item 7 on the attached cover pages.

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

See the responses to Item 8 on the attached cover pages. 

 

Item 5.

Not Applicable

 

Item 6.

Not Applicable

 

Item 7.

Not Applicable.

 

Item 8.

See Item 2(a) in lieu of an Exhibit.

 

Item 9.

Not Applicable

 

14



 

Item 10.

Not Applicable

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

 

 

Dated: February 14, 2014

 

 

STERLING INVESTMENT PARTNERS, L.P.

 

 

 

 

 

 

By:

Sterling Investment Partners Management LLC,

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Charles Santoro

 

 

Name: Charles Santoro

 

 

Title: Managing Member

 

 

 

 

 

 

 

STERLING INVESTMENT PARTNERS SIDE-BY-SIDE, L.P.

 

 

 

 

 

 

By:

Sterling Investment Partners Management LLC,

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Charles Santoro

 

 

Name: Charles Santoro

 

 

Title: Managing Member

 

 

 

 

 

 

 

STERLING INVESTMENT PARTNERS II, L.P.

 

 

 

 

 

 

By:

Sterling Investment Partners Management II L.P.,

 

 

its general partner

 

 

 

 

 

 

 

By:

Sterling Investment Partners Management II LLC,

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Charles Santoro

 

 

Name: Charles Santoro

 

 

Title: Managing Member

 

15



 

 

STERLING INVESTMENT PARTNERS SIDE-BY-SIDE II, L.P.

 

 

 

 

 

 

By:

Sterling Investment Partners Management II LLC,

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Charles Santoro

 

 

Name: Charles Santoro

 

 

Title: Managing Member

 

 

 

 

 

 

 

STERLING INVESTMENT PARTNERS MANAGEMENT LLC

 

 

 

 

 

 

 

By:

/s/ Charles Santoro

 

 

Name: Charles Santoro

 

 

Title: Managing Member

 

 

 

 

 

 

 

STERLING INVESTMENT PARTNERS MANAGEMENT II LLC

 

 

 

 

 

 

 

By:

/s/ Charles Santoro

 

 

Name: Charles Santoro

 

 

Title: Managing Member

 

 

 

 

 

 

 

 

/s/ Charles Santoro

 

 

Charles Santoro

 

 

 

 

 

 

/s/ William Selden

 

 

William Selden

 

16



 

 

 

/s/ M. William Macey, Jr.

 

 

M. William Macey, Jr.

 

 

 

 

 

 

 

 

/s/ Douglas L. Newhouse

 

 

Douglas L. Newhouse

 

17



 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock of Fairway Group Holdings Corp. dated as of February 14, 2014 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

Dated: February 14, 2014

 

 

 

STERLING INVESTMENT PARTNERS, L.P.

 

 

 

 

 

 

By:

Sterling Investment Partners Management LLC,

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Charles Santoro

 

 

 

 

 

Name: Charles Santoro

 

 

Title: Managing Member

 

 

 

 

 

 

 

STERLING INVESTMENT PARTNERS SIDE-BY-SIDE, L.P.

 

 

 

 

 

 

By:

Sterling Investment Partners Management LLC,

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Charles Santoro

 

 

 

 

 

Name: Charles Santoro

 

 

Title: Managing Member

 

 

 

 

 

 

 

STERLING INVESTMENT PARTNERS II, L.P.

 

 

 

 

 

 

 

By:

Sterling Investment Partners Management II L.P.,

 

 

its general partner

 

 

 

 

 

 

 

By:

Sterling Investment Partners Management II LLC,

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Charles Santoro

 

 

 

 

 

Name: Charles Santoro

 

 

Title: Managing Member

 

18



 

 

STERLING INVESTMENT PARTNERS SIDE-BY-SIDE II, L.P.

 

 

 

 

 

 

 

By:

Sterling Investment Partners Management II LLC,

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Charles Santoro

 

 

 

 

 

Name: Charles Santoro

 

 

Title: Managing Member

 

 

 

 

 

 

 

STERLING INVESTMENT PARTNERS MANAGEMENT LLC

 

 

 

 

 

 

 

By:

/s/ Charles Santoro

 

 

 

 

 

Name: Charles Santoro

 

 

Title: Managing Member

 

 

 

 

 

 

 

STERLING INVESTMENT PARTNERS MANAGEMENT II LLC

 

 

 

 

 

 

 

By:

/s/ Charles Santoro

 

 

 

 

 

Name: Charles Santoro

 

 

Title: Managing Member

 

 

 

 

 

 

 

/s/ Charles Santoro

 

 

Charles Santoro

 

 

 

 

 

 

 

 

/s/ William Selden

 

 

William Selden

 

19



 

 

 

/s/ M. William Macey, Jr.

 

 

M. William Macey, Jr.

 

 

 

 

 

 

 

 

/s/ Douglas L. Newhouse

 

 

Douglas L. Newhouse

 

20