4//SEC Filing
Selden William 4
Accession 0001104659-13-032013
CIK 0001555492other
Filed
Apr 23, 8:00 PM ET
Accepted
Apr 24, 10:27 AM ET
Size
17.8 KB
Accession
0001104659-13-032013
Insider Transaction Report
Form 4
Selden William
Director10% Owner
Transactions
- Other
Class B Common Stock
2013-04-22+13,080,655→ 13,080,655 total(indirect: See footnote)Exercise: $0.00→ Class A Common Stock (13,080,655 underlying) - Other
Series A Preferred Stock, par value $0.001 per share
2013-04-22−40,121→ 0 total(indirect: See Footnote) - Award
Restricted Stock Units for Class A Common Stock
2013-04-22+97,282→ 97,282 total→ Class A Common Stock, par value $0.00001 per share (97,282 underlying) - Sale
Class A Common Stock, par value $0.00001 per share
2013-04-22$12.09/sh−1,898,909$22,957,810→ 6,482,730 total(indirect: See Footnote) - Other
Series B Preferred Stock, par value $0.001 per share
2013-04-22−50,278→ 0 total(indirect: See Footnote)
Footnotes (9)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
- [F7]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.
- [F8]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.
- [F9]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.
Documents
Issuer
Fairway Group Holdings Corp
CIK 0001555492
Entity typeother
Related Parties
1- filerCIK 0001559595
Filing Metadata
- Form type
- 4
- Filed
- Apr 23, 8:00 PM ET
- Accepted
- Apr 24, 10:27 AM ET
- Size
- 17.8 KB