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Fairway Group Holdings 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35880 FAIRWAY GROUP HOLDINGS CORP. (Exact name of registrant as specifie

Fairway Group Holdings S-8 POS

As filed with the Securities and Exchange Commission on July 5, 2016 Registration No.

Financial Statements and Exhibits, Other Events

8-K 1 a16-1437018k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 3, 2016 Fairway Group Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-35880 20-5942788 (State or Other Jurisdiction

NOTICE OF OCCURRENCE OF EFFECTIVE DATE OF SECOND AMENDED JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF FAIRWAY GROUP HOLDINGS CORP. AND ITS AFFILIATED DEBTORS

Exhibit 99.1 WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Ray C. Schrock, P.C. Matthew S. Barr Sunny Singh Attorneys for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re : : Chapter 11 FAIRWAY GROUP HOLDINGS : CORP., et al., : Case No. 16-11241 (MEW) : Debtors.(1) : (Jo

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re : : Chapter 11 FAIRWAY GROUP HOLDINGS : CORP., et al., : Case No. 16-11241 (MEW) : Debtors.(1) : (Jointly Administered) x FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER (I) APPROVI

Exhibit 2.2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re : : Chapter 11 FAIRWAY GROUP HOLDINGS : CORP., et al., : Case No. 16-11241 (MEW) : Debtors.(1) : (Jointly Administered) x FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER (I) APPROVING DEBTORS? (A) DISCLOSURE STATEMENT, (B) SOLICITATION OF VOTES AND VOTING PROCEDURES AND (C) FORM OF BALLOTS, AND (II) CONFIRMING SECOND

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 8, 2016 Fairway Group Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-35880 20-5942788 (State or Other Jurisdiction of Incorporation) (Commissi

SECOND AMENDED JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF FAIRWAY GROUP HOLDINGS CORP. AND ITS AFFILIATED DEBTORS

Exhibit 2.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re : : Chapter 11 FAIRWAY GROUP HOLDINGS : CORP., et al., : Case No. 16-11241 (MEW) : Debtors.(1) : (Jointly Administered) x SECOND AMENDED JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF FAIRWAY GROUP HOLDINGS CORP. AND ITS AFFILIATED DEBTORS WEIL, GOTSHAL & MANGES LLP Ray C. Schrock, P.C. Matthew S. Barr Sunny S

SENIOR SECURED PRIMING AND SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of May 5, 2016, FAIRWAY GROUP ACQUISITION COMPANY, a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, as Borrower, FAIRWAY GROUP HOLDINGS

EX-10.1 2 a16-107571ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION SENIOR SECURED PRIMING AND SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of May 5, 2016, among FAIRWAY GROUP ACQUISITION COMPANY, a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, as Borrower, FAIRWAY GROUP HOLDINGS CORP., a debtor and debtor-in-possession under Chapter 11 of the Bankruptc

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 5, 2016 Fairway Group Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-35880 20-5942788 (State or Other Jurisdiction of Incorporation) (Commissio

Regulation FD Disclosure, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Bankruptcy or Receivership

8-K 1 a16-1033218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 2, 2016 Fairway Group Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-35880 20-5942788 (State or Other Jurisdiction o

Debtor Subsidiaries

Exhibit 99.1 Debtor Subsidiaries Fairway Group Acquisition Company Fairway Bakery LLC Fairway Broadway LLC Fairway Chelsea LLC Fairway Construction Group, LLC Fairway Douglaston LLC Fairway East 86th Street LLC Fairway eCommerce LLC Fairway Georgetowne LLC Fairway Greenwich Street LLC Fairway Group Central Services LLC Fairway Group Plainview LLC Fairway Hudson Yards LLC Fairway Kips Bay LLC Fairw

x In re : : Chapter 11 FAIRWAY GROUP HOLDINGS : CORP., et al., : Case No. 16-[ ] ( ) : Debtors.(1) : (Joint Administration Pending) x DISCLOSURE STATEMENT FOR JOINT CHAPTER 11 PLAN OF REORGANIZATION OF FAIRWAY GROUP HOLDINGS CORP. AND ITS AFFILIATED

EX-99.4 6 a16-103321ex99d4.htm EX-99.4 Exhibit 99.4 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re : : Chapter 11 FAIRWAY GROUP HOLDINGS : CORP., et al., : Case No. 16-[ ] ( ) : Debtors.(1) : (Joint Administration Pending) x DISCLOSURE STATEMENT FOR JOINT CHAPTER 11 PLAN OF REORGANIZATION OF FAIRWAY GROUP HOLDINGS CORP. AND ITS AFFILIATED DEBTORS WEIL, GOTSHAL & MANGES LLP Ra

JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF FAIRWAY GROUP HOLDINGS CORP. AND ITS AFFILIATED DEBTORS

Exhibit 99.2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re : : Chapter 11 FAIRWAY GROUP HOLDINGS CORP., et al., : Case No. 16-[ ] ( ) : : Debtors.(1) : (Joint Administration Pending) x JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF FAIRWAY GROUP HOLDINGS CORP. AND ITS AFFILIATED DEBTORS WEIL, GOTSHAL & MANGES LLP Ray C. Schrock, P.C. Matthew S. Barr Sunny Singh 767 F

RESTRUCTURING SUPPORT AGREEMENT

Exhibit 10.1 EXECUTION VERSION RESTRUCTURING SUPPORT AGREEMENT This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of May 2, 2016, is entered into by and among (i) Fairway Group Holdings Corp. (the “Company”), (ii) Fairway Group Acquisition Company (“Fairway Acquisition”); Fairway Bakery LLC; Fairway Broadway LLC; Fair

FAIRWAY GROUP HOLDINGS CORP. REACHES AGREEMENT WITH SENIOR SECURED LENDERS ON DELEVERAGING TRANSACTION Company Initiates Prepackaged Chapter 11 Reorganization to Implement Restructuring Store Operations Expected to Continue with No Impact on Customer

EX-99.3 5 a16-103321ex99d3.htm EX-99.3 Exhibit 99.3 Contacts: Media Investment Community Nicholas Gutierrez Nicholas Gutierrez (646) 616-8103 (646) 616-8103 [email protected] [email protected] FAIRWAY GROUP HOLDINGS CORP. REACHES AGREEMENT WITH SENIOR SECURED LENDERS ON DELEVERAGING TRANSACTION Company Initiates Prepackaged Chapter 11 Reorganization to Impleme

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 11, 2016 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35880 (Commission Fil

Fairway Group Holdings 10-Q (Quarterly Report)

fwm-CurrentFolio10Q Table of Contents l UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2016 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35880 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One)

10-Q 1 fwm-20150927x10q.htm 10-Q Table of Contents l UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 2015 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition p

FAIRWAY GROUP HOLDINGS CORP. REPORTS SECOND QUARTER RESULTS

fwmEx99-1 Exhibit 99.1 FAIRWAY GROUP HOLDINGS CORP. REPORTS SECOND QUARTER RESULTS NEW YORK ? October 29, 2015 ? Fairway Group Holdings Corp. (?Fairway?) (NASDAQ: FWM), the parent company of Fairway Market, today announced financial results for its fiscal 2016 second quarter ended September 27, 2015. Second Quarter Fiscal 2016 Highlights ? Net sales of $179.8 million ? Adjusted EBITDA of $5.6 mill

Fairway Group Holdings 8-K (Current Report/Significant Event)

fwm-CurrentFolio8KFinancialResults UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents l UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

FAIRWAY GROUP HOLDINGS CORP. REPORTS FIRST QUARTER RESULTS

EX-99.1 2 fwm-20150804ex991113ada.htm EX-99.1 Exhibit 99.1 FAIRWAY GROUP HOLDINGS CORP. REPORTS FIRST QUARTER RESULTS NEW YORK — August 4, 2015 — Fairway Group Holdings Corp. (“Fairway”) (NASDAQ: FWM), the parent company of Fairway Market, today announced financial results for its fiscal 2016 first quarter ended June 28, 2015. First Quarter Fiscal 2016 Highlights · Net sales of $193.8 million · Ad

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 fwm-20150804x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2015 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation

Submission of Matters to a Vote of Security Holders

8-K 1 a15-1654318k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2015 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 00

Fairway Group Holdings DEF 14A

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

26, 2015

EX-18.1 3 fwm-20150329ex181206fc0.htm EX-18.1 EXHIBIT 18.1 th Avenue May 26, 2015 Board of Directors Fairway Group Holdings Corp. 2284 12th Avenue New York, NY 10027 Dear Directors: We are providing this letter solely for inclusion as an exhibit to Fairway Group Holdings Corp. (the “Company”) Form 10-K filing pursuant to Item 601 of Regulation S-K. We have audited the consolidated financial statem

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 fwm-20150526x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 26, 2015 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation)

FAIRWAY GROUP HOLDINGS CORP. REPORTS FOURTH QUARTER RESULTS

fwmEx99-1 Exhibit 99.1 FAIRWAY GROUP HOLDINGS CORP. REPORTS FOURTH QUARTER RESULTS NEW YORK ? May 26, 2015 ? Fairway Group Holdings Corp. (?Fairway?) (NASDAQ: FWM), the parent company of Fairway Market, today announced financial results for its fiscal 2015 fourth quarter ended March 29, 2015. Fourth Quarter Fiscal 2015 Highlights ? Net sales of $199.1 million ? Adjusted EBITDA of $12.3 million ? G

EMPLOYMENT AGREEMENT

Exhibit 10.29 EMPLOYMENT AGREEMENT AGREEMENT (this ?Agreement?) made as of April 20, 2015 (the ?Effective Date?), by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the ?Company?), and Maureen Minard (the ?Executive?). WITNESSETH: WHEREAS, the Company and its subsidiaries (collectively, the ?Fairway Group?) desire that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ?ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 29, 2015 OR ?TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission file number 001-35880 Fairwa

SUBSIDIARIES OF FAIRWAY GROUP HOLDINGS CORP.

EX-21.1 4 fwm-20150329ex2116ffddd.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF FAIRWAY GROUP HOLDINGS CORP. Subsidiary Jurisdiction of Incorporation or Formation Fairway Group Acquisition Company Delaware Fairway Bakery LLC Delaware Fairway Broadway LLC Delaware Fairway Chelsea LLC Delaware Fairway Construction Group, LLC New York Fairway Douglaston LLC Delaware Fairway East 86th Street LLC Delaware F

FWM / Fairway Group Holdings Corp. / BAMCO INC /NY/ - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Fairway Group Holdings Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 30603D109 (CUSIP Number) Calendar Year 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

FWM / Fairway Group Holdings Corp. / MASSACHUSETTS FINANCIAL SERVICES CO /MA/ - FAIRWAY GROUP HOLDINGS CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 2)* Fairway Group Holdings Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 30603D109 (CUSIP Number) 12/31/14 (Date of Event Which Requires Filing o

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 5, 2015 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35

FAIRWAY GROUP HOLDINGS CORP. REPORTS THIRD QUARTER RESULTS

Exhibit 99.1 FAIRWAY GROUP HOLDINGS CORP. REPORTS THIRD QUARTER RESULTS NEW YORK — February 5, 2014 — Fairway Group Holdings Corp. (“Fairway”) (NASDAQ: FWM), the parent company of Fairway Market, today announced financial results for its fiscal 2015 third quarter ended December 28, 2014. Third Quarter Fiscal 2015 Highlights · Net sales of $206.2 million · Adjusted EBITDA of $11.7 million · Company

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 5, 2014 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35880 (Commission File

FAIRWAY GROUP HOLDINGS CORP. REPORTS THIRD QUARTER RESULTS

Exhibit 99.1 FAIRWAY GROUP HOLDINGS CORP. REPORTS THIRD QUARTER RESULTS NEW YORK — February 5, 2014 — Fairway Group Holdings Corp. (“Fairway”) (NASDAQ: FWM), the parent company of Fairway Market, today announced financial results for its fiscal 2015 third quarter ended December 28, 2014. Third Quarter Fiscal 2015 Highlights · Net sales of $206.2 million · Adjusted EBITDA of $11.7 million · Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 28, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2014 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35880 (Commission File

SEPARATION AGREEMENT

Exhibit 10.1 EXECUTION COPY SEPARATION AGREEMENT This Agreement (hereinafter referred to as the “Agreement”) made this 8th day of December, 2014 (the “Effective Date”), between Howard Glickberg (“Glickberg”) and Fairway Group Holdings Corp. (“Company”). W I T N E S S E T H: WHEREAS, Glickberg has been employed with the Company and its subsidiaries (collectively, the “Fairway Group”), most recently

Howard Glickberg, Vice Chairman and Grandson of Fairway Market Founder, Retires; Will Remain On Board of Iconic Grocery That Is ‘Like No Other Market’

Exhibit 99.1 Dec 8, 2014 Howard Glickberg, Vice Chairman and Grandson of Fairway Market Founder, Retires; Will Remain On Board of Iconic Grocery That Is ‘Like No Other Market’ (New York - December 8, 2014): Howard Glickberg, who took his grandfather’s fruit and vegetable stand on 74th and Broadway in New York City and, as the longtime Chief Executive Officer and more recently as Vice Chairman of R

FWM / Fairway Group Holdings Corp. / MASSACHUSETTS FINANCIAL SERVICES CO /MA/ - FAIRWAY GROUP HOLDINGS CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1)* Fairway Group Holdings Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 30603D109 (CUSIP Number) 10/31/14 (Date of Event Which Requires Filing o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2014 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 6, 2014 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35880 (Commission File

FAIRWAY GROUP HOLDINGS CORP. REPORTS SECOND QUARTER RESULTS

Exhibit 99.1 FAIRWAY GROUP HOLDINGS CORP. REPORTS SECOND QUARTER RESULTS NEW YORK — November 6, 2014 — Fairway Group Holdings Corp. (“Fairway”) (NASDAQ: FWM), the parent company of Fairway Market, today announced financial results for its fiscal 2015 second quarter ended September 28, 2014. · Net sales increased 5.9% to $194.0 million · Adjusted EBITDA was $6.7 million Jack Murphy, Fairway’s new C

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 15, 2014 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35880 (Commission File

FAIRWAY MARKET NAMES DOROTHY CARLOW AS CMO; MS. CARLOW HAS OUTSTANDING EXPERIENCE WITH MARKETING AND MERCHANDISING OF SPECIALTY FOOD RETAILERS

Exhibit 99.1 From: FAIRWAY MARKET Contact: DKC Public Relations Bruce Bobbins (212) 981-5190 (908) 586-5742 Bruce [email protected] FOR IMMEDIATE RELEASE FAIRWAY MARKET NAMES DOROTHY CARLOW AS CMO; MS. CARLOW HAS OUTSTANDING EXPERIENCE WITH MARKETING AND MERCHANDISING OF SPECIALTY FOOD RETAILERS New York, NY, October 15, 2014 — Fairway Group Holdings Corp. (“Fairway”) (NASDAQ: FWM) is pleased to

EMPLOYMENT AGREEMENT

Exhibit 10.1 EXECUTION VERSION EMPLOYMENT AGREEMENT AGREEMENT (this “Agreement”) made as of November 2, 2014 (the “Effective Date”), by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Dorothy M. Carlow (the “Executive”). WITNESSETH: WHEREAS, the Company and its subsidiaries (collectively, the “Fairwa

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.3 4 a14-211931ex10d3.htm EX-10.3 Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AGREEMENT (this “Agreement”) made as of February 5, 2014 (the “Effective Date”), by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and William Sanford (the “Executive”). WITNESSETH: WHEREAS, the Company and its

EMPLOYMENT AGREEMENT

Exhibit 10.1 Execution Version EMPLOYMENT AGREEMENT AGREEMENT (this “Agreement”) made as of September 18, 2014 (the “Effective Date”), by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and John E. Murphy (the “Executive”). WITNESSETH: WHEREAS, the Company and its subsidiaries (collectively, the “Fairway

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 18, 2014 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35880 (Commission Fi

FAIRWAY MARKET NAMES JACK MURPHY, CO-FOUNDER OF FRESH FIELDS, AS CEO; MR. MURPHY HAS TREMENDOUS EXPERIENCE LEADING AND BUILDING SPECIALTY FOOD RETAILERS

Exhibit 99.1 From: FAIRWAY MARKET Contact: DKC Public Relations Bruce Bobbins (212) 981-5190 (908) 586-5742 [email protected] FOR IMMEDIATE RELEASE FAIRWAY MARKET NAMES JACK MURPHY, CO-FOUNDER OF FRESH FIELDS, AS CEO; MR. MURPHY HAS TREMENDOUS EXPERIENCE LEADING AND BUILDING SPECIALTY FOOD RETAILERS New York, NY, September 18, 2014 — Fairway Group Holdings Corp. (“Fairway”) (NASDAQ: FWM) is

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AGREEMENT (this “Agreement”) made as of February 5, 2014 (the “Effective Date”), by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Kevin McDonnell (the “Executive”). WITNESSETH: WHEREAS, the Company and its subsidiaries (collectively, the “Fairw

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AGREEMENT (this “Agreement”) made as of February 5, 2014 (the “Effective Date”), by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”) and Edward C. Arditte (the “Executive”). WITNESSETH: WHEREAS, the Company and its subsidiaries (collectively, the “Fair

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2014 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

FAIRWAY GROUP HOLDINGS CORP. REPORTS FIRST QUARTER RESULTS

EX-99.1 2 fwm-20140807ex9910d696b.htm EX-99.1 Exhibit 99.1 FAIRWAY GROUP HOLDINGS CORP. REPORTS FIRST QUARTER RESULTS NEW YORK — August 7, 2014 — Fairway Group Holdings Corp. (“Fairway”) (NASDAQ: FWM), the parent company of Fairway Market, today announced financial results for its fiscal 2015 first quarter ended June 29, 2014. · Net sales increased to $198.3 million · Adjusted EBITDA was $11.1 mil

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2014 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35880 (Commission File N

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2014 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35880 (Commission File Nu

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QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2014 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35880 (Commission File Num

FAIRWAY GROUP HOLDINGS CORP. REPORTS FOURTH QUARTER RESULTS

EX-99.1 2 a14-138201ex99d1.htm EX-99.1 Exhibit 99.1 FAIRWAY GROUP HOLDINGS CORP. REPORTS FOURTH QUARTER RESULTS NEW YORK — May 29, 2014 — Fairway Group Holdings Corp. (“Fairway”) (NASDAQ: FWM), the parent company of Fairway Market, today announced financial results for its fiscal 2014 fourth quarter ended March 30, 2014. · Net sales increased to $200.3 million · Adjusted EBITDA was $12.7 million ·

May 29, 2014

EXHIBIT 18.1 th Avenue May 29, 2014 Board of Directors Fairway Group Holdings Corp. 2284 12th Avenue New York, NY 10027 Dear Directors: We are providing this letter solely for inclusion as an exhibit to Fairway Group Holdings Corp. (the "Company") Form 10-K filing pursuant to Item 601 of Regulation S-K. We have audited the consolidated financial statements included in the Company?s Annual Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 fwm-20140330x10k.htm 10-K Table of Contents 17 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 30, 2014 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Com

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May 6, 2014 Mr. William H. Thompson Accounting Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington DC 20549 Re: Fairway Group Holdings Corp. Form 10-K for Fiscal Year Ended March 31, 2013 Filed June 6, 2013 Response dated April 10, 2014 File No. 1-35880 Ladies and Gentlemen: On behalf of Fairway Group Holdings Corp. (the “Comp

FWM / Fairway Group Holdings Corp. / BAMCO INC /NY/ - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 02)* Fairway Group Holdings Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 30603D109 (CUSIP Number) March 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

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April 10, 2014 Mr. William H. Thompson Accounting Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington DC 20549 Re: Fairway Group Holdings Corp. Form 10-K for Fiscal Year Ended March 31, 2013 Filed June 6, 2013 Form 10-Q for Fiscal Quarter Ended December 29, 2013 Filed February 6, 2014 Form 8-K Filed November 12, 2013 File No.

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March 21, 2014 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: William H. Thompson, Accounting Branch Chief Re: Fairway Group Holdings Corp. Ladies and Gentlemen: Reference is made to the letter of the staff of the U.S. Securities and Exchange Commission (the “Commission”) dated March 13, 2014 (the “Staff Letter”)

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2014 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware 001-35880 74-1201087 (State or Other Jurisdiction of Incorporation) (Com

FWM / Fairway Group Holdings Corp. / BAMCO INC /NY/ - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* Fairway Group Holdings Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 30603D109 (CUSIP Number) Calendar Year 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

FWM / Fairway Group Holdings Corp. / Sterling Investment Partners Management LLC - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.

FWM / Fairway Group Holdings Corp. / FEDERATED INVESTORS INC /PA/ Passive Investment

OMB APPROVAL OMB Number: 3235-0145 Expires: January 31, 2006 Estimated average burden hours per response .

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FAIRWAY GROUP HOLDINGS CORP. ANNOUNCES MANAGEMENT CHANGES AND PROMOTIONS

EX-99.2 4 a14-51781ex99d2.htm EX-99.2 Exhibit 99.2 FAIRWAY GROUP HOLDINGS CORP. ANNOUNCES MANAGEMENT CHANGES AND PROMOTIONS (February 6, 2014) New York — Fairway Group Holdings Corp. (“Fairway”) (NASDAQ: FWM) announced today that Chief Executive Officer Herbert Ruetsch will retire after fifteen years with the company, including the last two years as Chief Executive Officer. Mr. Ruetsch will remain

SEPARATION AGREEMENT

EX-10.1 2 a14-51781ex10d1.htm EX-10.1 Exhibit 10.1 Execution Version SEPARATION AGREEMENT Agreement made this 5th day of February, 2014 (hereinafter referred to as the “Agreement”), between Herb Ruetsch (“Ruetsch”) and Fairway Group Holdings Corp. (the “Company”). W I T N E S S E T H : WHEREAS, Ruetsch has been employed with the Company and its subsidiaries (collectively, the “Fairway Group”), mos

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 29, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 5, 2014 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35880 (Commission File

SUBSIDIARIES OF FAIRWAY GROUP HOLDINGS CORP.

EX-21.1 2 a13-269311ex21d1.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF FAIRWAY GROUP HOLDINGS CORP. Subsidiary Jurisdiction of Incorporation or Formation Fairway Group Acquisition Company Delaware Fairway Bakery LLC Delaware Fairway Broadway LLC Delaware Fairway Chelsea LLC Delaware Fairway Construction Group, LLC New York Fairway Douglaston LLC Delaware Fairway East 86th Street LLC Delaware Fairway

FAIRWAY GROUP HOLDINGS CORP. REPORTS THIRD QUARTER RESULTS

Exhibit 99.1 FAIRWAY GROUP HOLDINGS CORP. REPORTS THIRD QUARTER RESULTS NEW YORK — February 6, 2014 — Fairway Group Holdings Corp. (“Fairway”) (NASDAQ: FWM), the parent company of Fairway Market, today announced financial results for its fiscal 2014 third quarter ended December 29, 2013. · Net sales increased 22.9% in the third quarter to $205.7 million · Gross margin and merchandise margin improv

Fairway Group Holdings Corp. Appoints General Robert Magnus, USMC (ret) to Board of Directors

EX-99.3 5 a14-51781ex99d3.htm EX-99.3 Exhibit 99.3 Fairway Group Holdings Corp. Appoints General Robert Magnus, USMC (ret) to Board of Directors (New York, February 6, 2014) — Fairway Group Holdings Corp. (‘‘Fairway”) (NASDAQ: FWM) announced today that General Robert Magnus has been appointed to the company’s Board of Directors. General Magnus will be the third independent director on the Board an

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 8, 2014 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35880 (Commission File

Fairway Letterhead

Exhibit 10.1 Fairway Letterhead January 8, 2014 Mr. Howard Glickberg c/o Fairway Group Holdings Corp. 2284 12th Avenue New York, New York 10027 Dear Mr. Glickberg: Reference is made to (i) that certain Amended and Restated Employment Agreement, dated as of December 29, 2011 (the “Employment Agreement”), by and between Fairway Group Holdings Corp., a Delaware corporation (the “Company”), and Howard

FWM / Fairway Group Holdings Corp. / MASSACHUSETTS FINANCIAL SERVICES CO /MA/ - FAIRWAY GROUP HOLDINGS CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* Fairway Group Holdings Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 30603D109 (CUSIP Number) 12/31/13 (Date of Event Which Requires Filing of

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As filed with the Securities and Exchange Commission on December 23, 2013 Registration No.

Fairway Market December 2013

Exhibit 99.1 Fairway Market December 2013 Forward Looking Statements/ Safe Harbor Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties and other factors that may cause

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2013 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware 001-35880 74-1201087 (State or Other Jurisdiction of Incorporation) (Comm

FWM / Fairway Group Holdings Corp. / BAMCO INC /NY/ - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Fairway Group Holdings Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 30603D109 (CUSIP Number) November 30, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

Second Quarter Review November 7, 2013 0

Exhibit 99.1 Second Quarter Review November 7, 2013 0 Forward Looking Statements/ Safe Harbor Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties and other factors tha

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2013 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware 001-35880 74-1201087 (State or Other Jurisdiction of Incorporation) (Comm

SUBSIDIARIES OF FAIRWAY GROUP HOLDINGS CORP.

Exhibit 21.1 SUBSIDIARIES OF FAIRWAY GROUP HOLDINGS CORP. Subsidiary Jurisdiction of Incorporation or Formation Fairway Group Acquisition Company Delaware Fairway Bakery LLC Delaware Fairway Broadway LLC Delaware Fairway Chelsea LLC Delaware Fairway Construction Group, LLC New York Fairway Douglaston LLC Delaware Fairway East 86th Street LLC Delaware Fairway eCommerce LLC Delaware Fairway Group Ce

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2013 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35880 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

FAIRWAY GROUP HOLDINGS CORP. REPORTS SECOND QUARTER RESULTS

Exhibit 99.1 FAIRWAY GROUP HOLDINGS CORP. REPORTS SECOND QUARTER RESULTS · Net sales increased 14.1% in the second quarter to $183.2 million · Same store sales increased 1.0% · Gross profit margin increased 10 basis points · Adjusted EBITDA increased 4.7% to $10.6 million · New store in Nanuet, New York opened on October 10th with strong traffic and sales levels; total store investment costs below

FAIRWAY GROUP HOLDINGS CORP. REPORTS FIRST QUARTER FISCAL 2014 RESULTS

Exhibit 99.1 FAIRWAY GROUP HOLDINGS CORP. REPORTS FIRST QUARTER FISCAL 2014 RESULTS · Net sales increased 21% to $187 million · Same store sales increased 1.4% · Adjusted EBITDA increased 12% to $12.7 million NEW YORK – August 8, 2013 – Fairway Group Holdings Corp. (“Fairway”) (NASDAQ: FWM), the parent company of Fairway Market, today announced financial results for its fiscal 2014 first quarter e

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a13-1815718k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2013 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

Fairway Market June 2013

Exhibit 99.1 Fairway Market June 2013 Forward Looking Statements/ Safe Harbor Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties and other factors that may cause Fair

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2013 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35880 (Commission File Nu

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2013 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware 001-35880 74-1201087 (State or Other Jurisdiction of Incorporation) (Commissi

FAIRWAY GROUP HOLDINGS CORP. REPORTS FOURTH QUARTER AND FULL YEAR FISCAL 2013 RESULTS Net Sales Increased 19% for the Fourth Quarter and Full Fiscal Year; Adjusted EBITDA Increased 24% for the Fourth Quarter and 32% for the Full Fiscal Year

EXHIBIT 99.1 FAIRWAY GROUP HOLDINGS CORP. REPORTS FOURTH QUARTER AND FULL YEAR FISCAL 2013 RESULTS Net Sales Increased 19% for the Fourth Quarter and Full Fiscal Year; Adjusted EBITDA Increased 24% for the Fourth Quarter and 32% for the Full Fiscal Year NEW YORK – June 6th, 2013 – Fairway Group Holdings Corp. (“Fairway”) (NASDAQ: FWM), the parent company of Fairway Market, today announced financia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 a13-14345110k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commiss

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EX-4.1 2 a13-116511ex4d1.htm EX-4.1 Exhibit 4.1 EXECUTION COPY AMENDMENT NO. 1 dated as of May 3, 2013 (this “Amendment”), (a) to the CREDIT AGREEMENT dated as of February 14, 2013 (the “Credit Agreement”), among FAIRWAY GROUP ACQUISITION COMPANY, a Delaware corporation (the “Borrower”), FAIRWAY GROUP HOLDINGS CORP., a Delaware corporation (“Holdings”), each lender from time to time party thereto

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2013 Fairway Group Holdings Corp. (Exact name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35880 (Commission File Numb

Fairway Group Holdings Corp. Amends Existing Senior Credit Agreement Company Expects to Reduce Annualized Cash Interest Payments by $4.8 Million

EX-99.1 3 a13-116511ex99d1.htm EX-99.1 Exhibit 99.1 Fairway Group Holdings Corp. Amends Existing Senior Credit Agreement Company Expects to Reduce Annualized Cash Interest Payments by $4.8 Million NEW YORK, May 6, 2013 — Fairway Group Holdings Corp. (NASDAQ: FWM), the parent company of Fairway Market, today announced that it has successfully amended its existing senior credit agreement. The amendm

13,650,000 Shares FAIRWAY GROUP HOLDINGS CORP. Class A Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-184063 13,650,000 Shares FAIRWAY GROUP HOLDINGS CORP. Class A Common Stock This is the initial public offering of shares of our Class A common stock. Prior to this offering, there has been no public market for our Class A common stock. We are selling 13,407,632 shares of Class A common stock, and the selling stockhol

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Table of Contents As filed with the Securities and Exchange Commission on April 15, 2013 Registration No.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Fairway Group Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 74-1201087 (State of incorporation or organization) (I.R.S. Employer Identification No.) 2284 12th Avenu

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Manuel G. Rivera Senior Counsel 666 Fifth Avenue, 31st Floor · New York, New York 10103-3198 [email protected] · Direct: 212 318 3296 · Main: 212 318 3000 · Facsimile: 212 318 3400 April 15, 2013 VIA EDGAR AND HAND DELIVERY U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Mara L. Ransom, Assistant Director Re: Fairway G

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.10 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AGREEMENT (this “Agreement”) made as of March 28, 2013 (the “Effective Date”), by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Nathalie Augustin, an individual residing at 806 Carroll Street, Apt. 2, Brooklyn, New York 11215 (the “Executive”)

FAIRWAY GROUP HOLDINGS CORP. A Delaware corporation AMENDED AND RESTATED BYLAWS As Adopted March 28, 2013

Exhibit 3.4 FAIRWAY GROUP HOLDINGS CORP. A Delaware corporation AMENDED AND RESTATED BYLAWS As Adopted March 28, 2013 TABLE OF CONTENTS Page ARTICLE I : OFFICE 1 Section 1.1: Offices 1 ARTICLE II : STOCKHOLDERS 1 Section 2.1: Annual Meetings 1 Section 2.2: Special Meetings 1 Section 2.3: Notice of Meetings 1 Section 2.4: Adjournments 1 Section 2.5: Quorum 2 Section 2.6: Organization; Conduct of Me

SEPARATION AGREEMENT

Exhibit 10.25 EXECUTION VERSION SEPARATION AGREEMENT Agreement made this 28th day of March, 2013 (hereinafter referred to as the “Agreement”), between Daniel Glickberg (“Glickberg”), and Fairway Group Holdings Corp. (the “Company”). W I T N E S S E T H : WHEREAS, Glickberg has been employed with the Company and its subsidiaries (collectively, the “Fairway Group”) as a Vice President and has served

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Fairway Group Holdings Corp. 2284 12th Avenue New York, New York 10027 April 12, 2013 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jacqueline Kaufman Re: Fairway Group Holdings Corp. Registration Statement on Form S-1 No. 333-184063 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of

Fairway Group Holdings Corp. SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-3.3 3 a2214357zex-33.htm EX-3.3 Exhibit 3.3 Fairway Group Holdings Corp. SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Fairway Group Holdings Corp., a Delaware corporation, hereby certifies as follows. 1. The name of the corporation is Fairway Group Holdings Corp. The date of filing of its original Certificate of Incorporation with the Secretary of State was September 29, 2006, under

[·] Shares FAIRWAY GROUP HOLDINGS CORP. Class A Common Stock UNDERWRITING AGREEMENT

EX-1.1 2 a2214357zex-11.htm EX-1.1 Exhibit 1.1 [·] Shares FAIRWAY GROUP HOLDINGS CORP. Class A Common Stock UNDERWRITING AGREEMENT [·], 2013 CREDIT SUISSE SECURITIES (USA) LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED JEFFERIES LLC WILLIAM BLAIR & COMPANY, L.L.C. As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 1

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Manuel G. Rivera Senior Counsel 666 Fifth Avenue, 31st Floor • New York, New York 10103-3198 [email protected] • Direct: 212 318 3296 • Main: 212 318 3000 • Facsimile: 212 318 3400 April 12, 2013 VIA EDGAR AND HAND DELIVERY U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Mara L. Ransom, Assistant Director Re: Fairway G

PREFERRED STOCK EXCHANGE AGREEMENT

Exhibit 10.24 PREFERRED STOCK EXCHANGE AGREEMENT This PREFERRED STOCK EXCHANGE AGREEMENT (this “Agreement”), entered into as of April 1, 2013, is by and between FAIRWAY GROUP HOLDINGS CORP., a Delaware corporation (the “Company”), and each of the holders of Preferred Stock (as defined below) listed on the signature pages hereto (each, a “Stockholder”). WHEREAS, the Company has filed a Registration

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Table of Contents As filed with the Securities and Exchange Commission on April 12, 2013 Registration No.

THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF Fairway Group Holdings Corp. (hereinafter ca

Exhibit 4.1 THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF Fairway Group Holdings Corp. (hereinafter called the “Corporation”), transferable on the books of the Corporation in person or by duly authorized attorney, upon surrender of this Cer

AMENDED AND RESTATED MANAGEMENT AGREEMENT

Exhibit 10.18 AMENDED AND RESTATED MANAGEMENT AGREEMENT AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), dated as of October 25, 2010, by and among Sterling Investment Partners Advisers, LLC, a Delaware limited liability company (“Sterling”), Fairway Group Holdings Corp., a Delaware corporation (“Parent”), and Fairway Group Acquisition Company, a Delaware corporation (“Sub”) and wholl

EMPLOYMENT AGREEMENT

Exhibit 10.12 EMPLOYMENT AGREEMENT AGREEMENT (this “Agreement”) made as of March 28, 2013 (the “Effective Date”), by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and William Sanford, 666 Greenwich Street, Apt. 214, New York, NY 10014 (the “Executive”). WITNESSETH: WHEREAS, Executive is presently the P

VOTING AGREEMENT

Exhibit 10.23 EXECUTION VERSION VOTING AGREEMENT This Voting Agreement (the “Agreement”) is made as of the 28th day of March, 2013, by and among Fairway Group Holdings Corp., a Delaware corporation (the “Company”), Daniel Glickberg (the “Stockholder”) and Sterling Investment Partners II, L.P. (the “Proxyholder”). RECITALS The Stockholder owns shares of Preferred Stock and Common Stock of the Compa

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Table of Contents As filed with the Securities and Exchange Commission on April 4, 2013 Registration No.

EMPLOYMENT AGREEMENT

EX-10.21 9 a2214015zex-1021.htm EX-10.21 Exhibit 10.21 EMPLOYMENT AGREEMENT AGREEMENT (this “Agreement”) made as of December 3, 2012 (the “Effective Date”), by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Edward C. Arditte, 115 Windward Lane, Bristol, Rhode Island 02809 (the “Executive”). WITNESSE

EMPLOYMENT AGREEMENT

Exhibit 10.14 EMPLOYMENT AGREEMENT AGREEMENT (this “Agreement”) made as of March 28, 2013 (the “Effective Date”), by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Larry Santoro, 20 Church Street, Greenwich, CT 06830 (the “Executive”). WITNESSETH: WHEREAS, Executive is presently the Senior Vice Pres

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Manuel G. Rivera Senior Counsel 666 Fifth Avenue, 31st Floor · New York, New York 10103-3198 [email protected] · Direct: 212 318 3296 · Main: 212 318 3000 · Facsimile: 212 318 3400 April 4, 2013 VIA EDGAR AND HAND DELIVERY U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Mara L. Ransom, Assistant Director Re: Fairway Gr

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.15 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AGREEMENT (this “Agreement”) made as of March 28, 2013 (the “Effective Date”), by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Linda Siluk, 93 Sherwood Street, Clifton, NJ 07013 (the “Executive”). WITNESSETH: WHEREAS, Executive is presently t

FAIRWAY GROUP HOLDINGS CORP. 2013 LONG-TERM INCENTIVE PLAN ARTICLE 1

Exhibit 10.20 FAIRWAY GROUP HOLDINGS CORP. 2013 LONG-TERM INCENTIVE PLAN ARTICLE 1 GENERAL 1.1 Purpose. The purpose of the Plan is to provide a flexible vehicle for offering equity-based and other incentive compensation opportunities designed to attract, motivate and retain eligible employees, directors and other persons whose contributions are expected to be important to the success of the Compan

EMPLOYMENT AGREEMENT

Exhibit 10.11 EMPLOYMENT AGREEMENT AGREEMENT (this “Agreement”) made as of July 31, 2007, and amended as of April 1, 2009, by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Kevin McDonnell, an individual residing at 48 Chester Hill Road, Warwick, NY 10990 (the “Executive”). W I T N E S S E T H: WHER

STOCKHOLDERS’ AGREEMENT

Exhibit 10.16 EXECUTION COPY STOCKHOLDERS’ AGREEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of this 18th day of January, 2007, by and among Fairway Group Holdings Corp., a Delaware corporation (the “Company”), and each of the signatories hereto (collectively, the “Stockholders” and each individually, a “Stockholder”). RECITALS: WHEREAS, (i) the Company, (ii) Fairway Operating Corp.,

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Manuel G. Rivera Senior Counsel 666 Fifth Avenue, 31st Floor • New York, New York 10103-3198 [email protected] • Direct: 212 318 3296 • Main: 212 318 3000 • Facsimile: 212 318 3400 February 26, 2013 VIA EDGAR AND HAND DELIVERY U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Mara L. Ransom, Assistant Director Re: Fairwa

CREDIT AGREEMENT dated as of February 14, 2013, FAIRWAY GROUP ACQUISITION COMPANY, as Borrower, FAIRWAY GROUP HOLDINGS CORP., THE LENDERS PARTY HERETO CREDIT SUISSE AG, as Administrative Agent and Collateral Agent JEFFERIES FINANCE LLC, as Documentat

Exhibit 10.22 EXECUTION VERSION CREDIT AGREEMENT dated as of February 14, 2013, among FAIRWAY GROUP ACQUISITION COMPANY, as Borrower, FAIRWAY GROUP HOLDINGS CORP., THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent JEFFERIES FINANCE LLC, as Documentation Agent, and BANK OF AMERICA, N.A., as Syndication Agent and CREDIT SUISSE SECURITIES (USA) LLC, MERRILL L

SUBSIDIARIES OF FAIRWAY GROUP HOLDINGS CORP.

EX-21.1 5 a2211235zex-211.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF FAIRWAY GROUP HOLDINGS CORP. Subsidiary Jurisdiction of Incorporation or Formation Fairway Group Acquisition Company Delaware Fairway Bakery LLC Delaware Fairway Broadway LLC Delaware Fairway Chelsea LLC Delaware Fairway Construction Group, LLC New York Fairway Douglaston LLC Delaware Fairway East 86th Street LLC Delaware Fairway e

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Table of Contents As filed with the Securities and Exchange Commission on February 26, 2013 Registration No.

AMENDED AND RESTATED MANAGEMENT AGREEMENT

Exhibit 10.18 AMENDED AND RESTATED MANAGEMENT AGREEMENT AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), dated as of October 25, 2010, by and among Sterling Investment Partners Advisers, LLC, a Delaware limited liability company (“Sterling”), Fairway Group Holdings Corp., a Delaware corporation (“Parent”), and Fairway Group Acquisition Company, a Delaware corporation (“Sub”) and wholl

CREDIT AGREEMENT dated as of August 17, 2012, FAIRWAY GROUP ACQUISITION COMPANY, as Borrower, FAIRWAY GROUP HOLDINGS CORP., THE LENDERS PARTY HERETO CREDIT SUISSE AG, as Administrative Agent and Collateral Agent JEFFERIES FINANCE LLC, as Documentatio

Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT dated as of August 17, 2012, among FAIRWAY GROUP ACQUISITION COMPANY, as Borrower, FAIRWAY GROUP HOLDINGS CORP., THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent JEFFERIES FINANCE LLC, as Documentation Agent, and BANK OF AMERICA, N.A., as Syndication Agent and CREDIT SUISSE SECURITIES (USA) LLC, as Bookrunne

INDEMNIFICATION AGREEMENT

Exhibit 10.19 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of [ ] by and between Fairway Group Holdings Corp., a Delaware corporation (the “Company”), and [ ], a director and/or officer of the Company (the “Indemnitee”). WHEREAS, the Company has concluded that to retain and attract talented and experienced individuals to serve as directors and officers of the C

B Y - L A W S FAIRWAY GROUP HOLDINGS CORP. ARTICLE I OFFICES

Exhibit 3.2 B Y - L A W S OF FAIRWAY GROUP HOLDINGS CORP. ARTICLE I OFFICES Section 1. The registered office shall be in the City of Dover, County of Kent, State of Delaware. Section 2. The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the Corporation may require. ART

Registration Statement - S-1

Table of Contents As filed with the Securities and Exchange Commission on September 24, 2012 Registration No.

SUBORDINATED PROMISSORY NOTE

Exhibit 10.2 EXECUTION VERSION THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAS BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT AND QUALIFICATION UNDER

FAIRWAY GROUP HOLDINGS CORP. 2007 EQUITY COMPENSATION PLAN AS AMENDED

Exhibit 10.4 FAIRWAY GROUP HOLDINGS CORP. 2007 EQUITY COMPENSATION PLAN AS AMENDED The purpose of the Fairway Group Holdings Corp. 2007 Equity Compensation Plan (the “Plan”) is to provide (i) designated employees of Fairway Group Holdings Corp., a Delaware corporation (the “Company”), and its subsidiaries, (ii) certain consultants and advisors who perform services for the Company or its subsidiari

SUBMITTED CONFIDENTIALLY TO THE DIVISION OF CORPORATION FINANCE, AUGUST 2, 2012 As filed with the Securities and Exchange Commission on , 2012

SUBMITTED CONFIDENTIALLY TO THE DIVISION OF CORPORATION FINANCE, AUGUST 2, 2012 As filed with the Securities and Exchange Commission on , 2012 Registration No.

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.17 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 18, 2007, by and among Fairway Group Holdings Corp., a Delaware corporation (the “Company”), and the persons listed on Schedule 1 to this Agreement (the “Investors”). RECITALS: WHEREAS, on the date hereof the Investors are acquiring shares of the Company’s Common Stock;

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Roy L. Goldman Partner 666 Fifth Avenue, 31st Floor · New York, New York 10103-3198 [email protected] · Direct: 212 318 3219 · Main: 212 318 3000 · Facsimile: 212 318 3400 August 2, 2012 CONFIDENTIAL SUBMISSION VIA E-MAIL Draft Registration Statement U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Fairway Group Holdings Co

AMENDED AND RESTATED JUNIOR PARTNER EMPLOYMENT AGREEMENT

Exhibit 10.6 EXECUTION COPY AMENDED AND RESTATED JUNIOR PARTNER EMPLOYMENT AGREEMENT AGREEMENT (this “Agreement”) made as of January 1, 2011, by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, NY, NY 10027 (the “Company”), and Herb Ruetsch, an individual residing at 51 Barkers Mill Rd., Hackettstown, NJ 07840 (the “Executive”). W I T N E S S E T

FAIRWAY GROUP HOLDINGS CORP. WARRANT TO PURCHASE SHARES OF COMMON STOCK March 26, 2009

Exhibit 4.2 THIS WARRANT AND THE SECURITIES REPRESENTED BY OR ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, OFFERED

SUBORDINATION AGREEMENT

Exhibit 10.3 EXECUTION VERSION SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this “Agreement”) is made as of May 13, 2011, by and among HOWARD GLICKBERG (the “Junior Creditor”); FAIRWAY GROUP ACQUISITION COMPANY, a Delaware corporation (“Borrower”), and all other Obligors (as hereinafter defined); and CREDIT SUISSE AG, as administrative agent and collateral agent (in such capacity, togethe

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FAIRWAY GROUP HOLDINGS CORP.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FAIRWAY GROUP HOLDINGS CORP. Nathalie Augustin hereby certifies that: ONE: The date of filing the original Certificate of Incorporation of this Corporation with the Secretary of State of the State of Delaware was September 29, 2006. TWO: She is the duly elected and acting Vice President—General Counsel of Fairway Group Holdings Corp.

EMPLOYMENT AGREEMENT

Exhibit 10.13 Execution Copy EMPLOYMENT AGREEMENT AGREEMENT (this “Agreement”) made as of January 18, 2007, by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York, 10027 (the “Company”), and Daniel Glickberg, an individual residing at 11 Lewis Road, Irvington, NY 10533 (the “Executive”). W I T N E S S E T H: WHEREAS, pursuant to t

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.8 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AGREEMENT (this “Agreement”) made as of September 15, 2011, by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Aaron J. Fleishaker, an individual residing at 366 Oxford Road, New Rochelle, New York 10804 (the “Executive”). W I T N E S S E T H: WH

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Manuel G. Rivera Senior Counsel 666 Fifth Avenue, 31st Floor · New York, New York 10103-3198 [email protected] · Direct: 212 318 3296 · Main: 212 318 3000 · Facsimile: 212 318 3400 September 24, 2012 VIA EDGAR AND HAND DELIVERY U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Mara L. Ransom, Assistant Director Re: Fairw

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.5 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AGREEMENT (this “Agreement”) made as of December 29, 2011, by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Howard Glickberg, an individual residing at 11 Lewis Road, Irvington, NY 10533 (the “Executive”). W I T N E S S E T H: WHEREAS, Executiv

SUBSIDIARIES OF FAIRWAY GROUP HOLDINGS CORP.

Exhibit 21.1 SUBSIDIARIES OF FAIRWAY GROUP HOLDINGS CORP. Subsidiary Jurisdiction of Incorporation or Formation Fairway Group Acquisition Company Delaware Fairway Bakery LLC Delaware Fairway Broadway LLC Delaware Fairway Construction Group, LLC New York Fairway Douglaston LLC Delaware Fairway East 86th Street LLC Delaware Fairway eCommerce LLC Delaware Fairway Group Central Services LLC Delaware F

STOCKHOLDERS’ AGREEMENT

Exhibit 10.16 EXECUTION COPY STOCKHOLDERS’ AGREEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of this 18th day of January, 2007, by and among Fairway Group Holdings Corp., a Delaware corporation (the “Company”), and each of the signatories hereto (collectively, the “Stockholders” and each individually, a “Stockholder”). RECITALS: WHEREAS, (i) the Company, (ii) Fairway Operating Corp.,

AMENDED AND RESTATED JUNIOR PARTNER EMPLOYMENT AGREEMENT

EX-10.7 11 a2211056zex-107.htm EX-10.7 Exhibit 10.7 EXECUTION COPY AMENDED AND RESTATED JUNIOR PARTNER EMPLOYMENT AGREEMENT AGREEMENT (this “Agreement”) made as of January 1, 2011, by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, NY, NY 10027 (the “Company”), and Brian Riesenburger, an individual residing at 220 Riverside Blvd., Apt. 20L (the

AMENDED AND RESTATED JUNIOR PARTNER EMPLOYMENT AGREEMENT

Exhibit 10.9 EXECUTION COPY AMENDED AND RESTATED JUNIOR PARTNER EMPLOYMENT AGREEMENT AGREEMENT (this “Agreement”) made as of January 1, 2011, by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, NY, NY 10027 (the “Company”), and Peter Romano, an individual residing at 1035 80th Street (the “Executive”). W I T N E S S E T H: WHEREAS, Executive is p