SEC Form 4 · accession 0001104659-16-089206
Fairway Group Holdings Corp · FWMHQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Barr
Director
Period of report
Jan 8, 2016
Accepted (ET)
Jan 11, 2016 · 7:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001555492
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $0.00001 per shareF1 | Jan 8, 2016 | J | 1,054 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units for Class A Common StockF2,F3 | — | Jan 8, 2016 | J | 97,282 | D | — | — | Class A Common Stock, par value $0.00001 per share | 97,282 | 0 | D |
| Restricted Stock Units for Class A Common StockF2,F4 | — | Jan 8, 2016 | J | 2,343 | D | — | — | Class A Common Stock, par value $0.00001 per share | 2,343 | 0 | D |
| Restricted Stock Units for Class A Common StockF2,F5 | — | Jan 8, 2016 | J | 2,888 | D | — | — | Class A Common Stock, par value $0.00001 per share | 2,888 | 0 | D |
| Restricted Stock Units for Class A Common StockF2,F6 | — | Jan 8, 2016 | J | 5,302 | D | — | — | Class A Common Stock, par value $0.00001 per share | 5,302 | 0 | D |
Explanation of responses
- F1The shares of common stock, which were issued to the reporting person under the Issuer's 2013 Long-Term Incentive Plan (the "Plan") on December 26, 2013 in lieu of directors' compensation for the calendar quarter ended December 31, 2013, were surrendered to the Issuer by Mr. Barr on January 8, 2016.
- F2Each Restricted Stock Unit (collectively, "RSUs") represented a contingent right to receive one share of Class A Common Stock.
- F3The RSUs were granted under the Plan and were to vest on the earliest to occur of (i) April 22, 2016, subject to Mr. Barr's continued service as a director, (ii) a Company Sale Event (as that term is defined in the Plan) or (iii) Mr. Barr not being renominated by the board of directors for election as a director or elected a director by the stockholders. Mr. Barr surrendered the RSUs to the Issuer on January 8, 2016.
- F4The RSUs were issued to the reporting person under the Plan in lieu of directors' compensation of $20,625 for the calendar quarter ended March 30, 2014. All RSUs were vested upon issuance, but the shares issued in settlement thereof were to be issued upon the earliest to occur of (i) March 17, 2016, (ii) the director's death or (iii) a Company Sale Event (as defined in the Plan). Mr. Barr surrendered the RSUs to the Issuer on January 8, 2016.
- F5The RSUs were issued to the reporting person under the Plan in lieu of directors' compensation of $20,625 for the calendar quarter ended June 30, 2014. All RSUs were vested upon issuance, but the shares issued in settlement thereof were to be issued upon the earliest to occur of (i) June 16, 2016, (ii) the director's death or (iii) a Company Sale Event (as defined in the Plan). Mr. Barr surrendered the RSUs to the Issuer on January 8, 2016.
- F6The RSUs were issued to the reporting person under the Plan in lieu of directors' compensation of $20,625 for the calendar quarter ended September 30, 2014. All RSUs were vested upon issuance, but the shares issued in settlement thereof were to be issued upon the earliest to occur of (i) September 15, 2016, (ii) the director's death or (iii) a Company Sale Event (as defined in the Plan). Mr. Barr surrendered the RSUs to the Issuer on January 8, 2016.