4//SEC Filing
Fairway Group Holdings Corp 4
Accession 0001104659-16-089207
CIK 0001555492operating
Filed
Jan 10, 7:00 PM ET
Accepted
Jan 11, 7:32 PM ET
Size
17.5 KB
Accession
0001104659-16-089207
Insider Transaction Report
Form 4
Santoro Charles W
DirectorExecutive Chairman10% Owner
Transactions
- Other
Restricted Stock Units for Class A Common Stock
2016-01-08−364,809→ 0 total→ Class A Common Stock, par value $0.00001 per share (364,809 underlying) - Other
Restricted Stock Units for Class A Common Stock
2016-01-08−5,777→ 0 total→ Class A Common Stock, par value $0.00001 per share (5,777 underlying) - Other
Restricted Stock Units for Class A Common Stock
2016-01-08−4,687→ 0 total→ Class A Common Stock, par value $0.00001 per share (4,687 underlying) - Other
Restricted Stock Units for Class A Common Stock
2016-01-08−10,604→ 0 total→ Class A Common Stock, par value $0.00001 per share (10,604 underlying) - Other
Class A Common Stock, par value $0.00001 per share
2016-01-08−2,109→ 8,232,679 total(indirect: See Footnotes)
Footnotes (10)
- [F1]The 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.
- [F10]The 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.
- [F2]8,182,679 shares are held indirectly and 50,000 shares are held directly. The shares surrendered were held directly.
- [F3]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 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").
- [F5]As 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.
- [F6]Each Restricted Stock Unit (collectively, "RSUs") represented a contingent right to receive one share of Class A Common Stock.
- [F7]The 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.
- [F8]The 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.
- [F9]The 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.
Documents
Issuer
Fairway Group Holdings Corp
CIK 0001555492
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001555492
Filing Metadata
- Form type
- 4
- Filed
- Jan 10, 7:00 PM ET
- Accepted
- Jan 11, 7:32 PM ET
- Size
- 17.5 KB