Sec Form 4 Filing - Riesenburger Brian @ Fairway Group Holdings Corp - 2013-04-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Riesenburger Brian
2. Issuer Name and Ticker or Trading Symbol
Fairway Group Holdings Corp [ FWM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior VP-CMO
(Last) (First) (Middle)
C/O FAIRWAY GROUP HOLDINGS CORP., 2284 12TH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
04/22/2013
(Street)
NEW YORK, NY10027
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $0.00001 per share 04/22/2013 S 23,077 D $ 12.09 ( 1 ) 207,203 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right) to Purchase Shares of Class A Common Stock $ 13 04/22/2013 A 24,321 ( 2 ) 04/22/2023 Class A Common Stock, par value $0.00001 per share 24,321 $ 0 24,321 D
Restricted Stock Units for Class A Common Stock ( 3 ) 04/22/2013 A 12,160 ( 4 ) ( 4 ) Class A Common Stock, par value $0.00001 per share 12,160 $ 0 12,160 D
Restricted Stock Units for Class A Common Stock ( 3 ) 04/22/2013 A 12,160 ( 5 ) ( 5 ) Class A Common Stock, par value $0.00001 per share 12,160 $ 0 12,160 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Riesenburger Brian
C/O FAIRWAY GROUP HOLDINGS CORP.
2284 12TH AVENUE
NEW YORK, NY10027
Senior VP-CMO
Signatures
/s/ Brian Riesenburger 04/24/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the Issuer's initial public offering, Mr. Riesenburger sold 23,077 shares of Class A Common Stock. 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.
( 2 )The options will vest and become exercisable in four equal annual installments commencing on April 22, 2014.
( 3 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock.
( 4 )Consists of RSUs which were granted under the Issuer's 2013 Long-Term Incentive Plan. These RSUs will vest on April 22, 2016, contingent upon Mr. Riesenburger's continued employment, and will be settled in shares of the Issuer's Class A Common Stock.
( 5 )Consists of RSUs which were granted under the Issuer's 2013 Long-Term Incentive Plan. These RSUs will vest on April 22, 2017, contingent upon Mr. Riesenburger's continued employment, and will be settled in shares of the Issuer's Class A Common Stock.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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