SEC Form 4 · accession 0001104659-16-089207
Fairway Group Holdings Corp · FWMHQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles W Santoro
Director · 10% Owner
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,F2,F3,F4,F5 | Jan 8, 2016 | J | 2,109 | $0.00 | D | 8,232,679 | I | See Footnotes |
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 StockF6,F7 | — | Jan 8, 2016 | J | 364,809 | D | — | — | Class A Common Stock, par value $0.00001 per share | 364,809 | 0 | D |
| Restricted Stock Units for Class A Common StockF6,F8 | — | Jan 8, 2016 | J | 4,687 | D | — | — | Class A Common Stock, par value $0.00001 per share | 4,687 | 0 | D |
| Restricted Stock Units for Class A Common StockF6,F9 | — | Jan 8, 2016 | J | 5,777 | D | — | — | Class A Common Stock, par value $0.00001 per share | 5,777 | 0 | D |
| Restricted Stock Units for Class A Common StockF6,F10 | — | Jan 8, 2016 | J | 10,604 | D | — | — | Class A Common Stock, par value $0.00001 per share | 10,604 | 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. Santoro on January 8, 2016.
- F10The RSUs were issued to the reporting person under the Plan in lieu of directors' compensation of $41,250 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. Santoro surrendered the RSUs to the Issuer on January 8, 2016.
- F28,182,679 shares are held indirectly and 50,000 shares are held directly. The shares surrendered were held directly.
- F3Shares held indirectly consist of: (i) 2,659,807 shares of Class A common stock and 3,537,512 shares of Class B common stock held directly by Sterling Investment Partners, L.P. ("Fund I"), (ii) 37,102 shares of Class A common stock and 49,356 shares of Class B common stock held directly by Sterling Investment Partners Side-By-Side, L.P.
- F4("SBS I"), (iii) 5,385,876 shares of Class A common stock and 9,322,046 shares of Class B common stock held directly by Sterling Investment Partners II, L.P. ("Fund II"), and 99,894 shares of Class A common stock and 171,741 shares of Class B common stock held directly by Sterling Investment Partners Side-By-Side II, L.P. ("SBS II" and together with Fund I, SBS I and Fund II, the "Sterling Funds").
- F5As a 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.
- F6Each Restricted Stock Unit (collectively, "RSUs") represented a contingent right to receive one share of Class A Common Stock.
- F7The RSUs were granted under the Plan and were to vest on the earliest to occur of (i) April 22, 2016, subject to Mr. Santoro's continued service as a director, (ii) a Company Sale Event (as that term is defined in the Plan) or (iii) Mr. Santoro not being renominated by the board of directors for election as a director or elected a director by the stockholders. Mr. Santoro surrendered the RSUs to the Issuer on January 8, 2016.
- F8The RSUs were issued to the reporting person under the Plan in lieu of directors' compensation of $41,250 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. Santoro surrendered the RSUs to the Issuer on January 8, 2016.
- F9The RSUs were issued to the reporting person under the Plan in lieu of directors' and executive chairman's compensation of $41,250 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. Santoro surrendered the RSUs to the Issuer on January 8, 2016.