UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd) OF

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of ~~Report~~report (Date of earliest event reported): ~~February~~ May 112, 2016

Fairway Group Holdings Corp.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware (State or Other Jurisdiction of Incorporation) 001-35880 (Commission File Number) 74-1201087 (IRS Employer Identification No.)

Delaware		001-35880		20-5942788
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2284 12th Avenue

New York, New York 10027 (Address of Principal Executive Offices)

(~~Address of Principal Executive Offices~~646) 616-8000

(~~646) 616-8000 (~~Registrant’s Telephone Number, Including Area Code)

Not ~~Applicable~~applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oItem ~~Soliciting~~1.03 ~~material~~Bankruptcy ~~pursuant~~or ~~to Rule 14a-12 under the Exchange Act (17 CFR 140~~Receivership.~~14a-12)~~

oCommencement ~~Pre-commencement~~of ~~communications~~Bankruptcy ~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~Cases

oOn ~~Pre-commencement~~May 2, ~~communications~~2016, ~~pursuant~~Fairway toGroup ~~Rule 13e-4~~Holdings Corp. (cthe “Company”) and its subsidiaries listed on Exhibit 99.1 hereto (such subsidiaries, together with the Company, the “Debtors”), which is incorporated herein by reference, filed voluntary petitions for relief (collectively, the “Petitions” and, the cases commenced thereby, the “Bankruptcy Cases”) under chapter 11 of the ~~Exchange~~United ~~Act~~States Bankruptcy Code (17the ~~CFR~~“Bankruptcy ~~240.13e~~Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) to pursue a pre-4packaged chapter 11 plan of reorganization (cthe “Plan”)). The Debtors have filed a motion with the Bankruptcy Court seeking to jointly administer the Bankruptcy Cases under the caption In re Fairway Group Holdings Corp., et al.

~~Item~~No 3trustee has been appointed and the Company will continue to manage itself and its subsidiaries as “debtors in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.01 To ~~Notice~~assure ordinary course operations, the Company is seeking approval from the Bankruptcy Court for a variety of ~~Delisting~~“first orday” ~~Failure~~motions, including authority to ~~Satisfy~~maintain abank ~~Continued~~accounts, ~~Listing~~secure ~~Rule~~debtor-in-possession orfinancing ~~Standard;~~and ~~Transfer~~other ofcustomary ~~Listing~~relief.

OnThe ~~February 11,~~Debtors ~~2016,~~also ~~Fairway~~entered ~~Group~~into ~~Holdings~~a ~~Corp.~~restructuring support agreement (the “~~Company~~RSA”) ~~received~~with arespect ~~notice~~to (the ~~“Notice”)~~terms ~~from~~of the ~~Listing~~Plan ~~Qualifications~~with ~~Department~~holders representing an aggregate of ~~The~~more ~~Nasdaq~~than ~~Stock~~70% ~~Market~~of (~~“Nasdaq”~~i) the ~~stating~~approximately ~~that~~$269.8 million outstanding term loan (including accrued interest) (the ~~Company~~“Term ~~was~~Loan,” ~~not~~and inthe ~~compliance~~lenders ~~with~~pursuant ~~Nasdaq~~to ~~Listing~~the ~~Rule 5450(b)(3)(C) (~~Term Loan, the “~~Rule~~Term Loan Lenders”) ~~because~~under the Company’s ~~Class~~Credit Agreement, dated as of February A14, ~~common~~2013, ~~stock~~by ~~failed~~and toamong ~~maintain~~the aCompany, ~~minimum~~Fairway ~~market~~Group ~~value~~Acquisition ofCompany, ~~publicly~~as ~~held~~borrower, ~~shares~~the oflenders ~~$15~~party thereto,~~000~~ and Credit Suisse AG,~~000~~ ~~for~~as 30administrative ~~consecutive~~and ~~business~~collateral ~~days~~agent (as amended, modified, or otherwise supplemented from ~~December 29~~time to time, ~~2015~~the ~~through~~“Credit ~~February~~Agreement”) and (ii) ~~10,~~the ~~2016~~approximately $9.2 ~~The~~million ~~Notice~~outstanding ~~has~~revolving noloans ~~immediate~~under ~~effect~~the onCredit Agreement (including accrued interest) (the ~~Nasdaq~~“Revolving ~~listing~~Loan” orand, ~~trading~~together with the Term Loan, the “Secured Loans”; the lenders under the Revolving Loan, the “Revolving Loan Lenders” and, together with the Term Loan Lenders, the “Senior Secured Lenders”), arising under and in accordance with the Credit Agreement. A copy of the ~~Company’s~~RSA ~~Class~~is filed herewith as Exhibit A10.1 ~~common~~and ~~stock~~is incorporated herein by reference.

The ~~Company~~RSA ~~has~~contains ~~180~~certain ~~days,~~covenants ~~until~~on ~~August 9,~~the ~~2016,~~part toof ~~regain~~the ~~compliance~~Company ~~with~~and the ~~Rule.~~Senior IfSecured Lenders, atincluding ~~any~~that ~~time~~the ~~during~~Senior ~~this~~Secured ~~180-day~~Lenders ~~period,~~vote ~~the~~in ~~market~~favor ~~value~~ of ~~publicly~~the ~~held~~Plan ~~shares~~and ofotherwise facilitate the ~~Company’s~~restructuring ~~Class A~~transaction ~~common~~and ~~stock~~forbear ~~closes~~from atexercising ~~$15,000,000~~remedies oragainst ~~more~~the Company for aspecified ~~minimum~~defaults ofunder ~~ten~~the ~~consecutive~~Credit ~~business~~Agreement. ~~days,~~The ~~Nasdaq~~RSA ~~will~~also ~~provide~~provides ~~written~~for ~~confirmation~~termination toby the ~~Company~~parties ~~that~~thereto itupon ~~has~~the ~~regained~~occurrence ~~compliance~~of ~~with~~certain events, including without limitation, the ~~Rule~~failure of the Company to achieve certain milestones.

InPursuant to the ~~event~~terms of the RSA and the Plan, the Senior Secured Lenders will receive: a pro rata share of (i) a $45 million last out amended and restated exit term loan of reorganized Fairway Group Acquisition Company, ~~does~~as ~~not~~borrower ~~regain~~(the ~~compliance~~“Exit ~~with~~Term Loan”), which will be guaranteed by the ~~Rule~~reorganized Company and the reorganized borrower’s subsidiaries, (ii) bya ~~August~~$39 million subordinated unsecured loan of the reorganized Company and (iii) 9,90% ~~2016,~~of itthe new common shares of the reorganized Company. General unsecured claims will ~~receive~~be ~~written~~unimpaired ~~notification~~under ~~from~~the ~~Nasdaq~~Plan. All ~~that~~outstanding ~~its~~shares of the Company’s existing Class A common stock isand ~~subject~~Class B common stock will be cancelled without the payment of any amount to ~~delisting~~the holders thereof. ~~Alternatively~~On the Effective Date, the reorganized Company ~~may~~will ~~consider~~be ~~whether~~a toprivately ~~apply~~held tocompany. ~~transfer~~In ~~its~~connection ~~Class A~~with ~~common~~the ~~stock~~DIP toCredit Facility (as defined below), the ~~Nasdaq~~DIP ~~Capital~~Lenders ~~Market~~(as defined below) will receive 10% of the new common shares of the reorganized Company. The ~~ability~~Plan also provides for a management incentive plan, pursuant to ~~transfer~~which, post-emergence, awards representing up to 10% of the ~~Nasdaq~~new ~~Capital~~common ~~Market~~shares ~~would~~of the reorganized Company may be issued to management in the discretion of the new board of directors of the reorganized Company. The implementation of the Plan is dependent upon a number of factors, including final documentation and confirmation and consummation of the ~~Company~~Plan ~~meeting~~in accordance with the ~~applicable~~provisions ~~listing~~of ~~requirements~~the ~~for~~Bankruptcy ~~that~~Code. The ~~exchange~~foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

The ~~Company~~transaction ~~intends~~also toincludes ~~actively~~a ~~monitor~~Debtor-in-Possession ~~the~~Credit ~~market~~Facility ~~value~~(the of“DIP ~~publicly~~Credit ~~held~~Facility”) ~~shares~~to ofbe ~~its~~entered ~~Class A~~into ~~common stock~~ between ~~now~~the ~~and August 9~~Company, ~~2016,~~Fairway ~~and~~Group ~~will~~Acquisition ~~consider~~Company, ~~all~~as ~~available~~borrower ~~options.~~(the ~~There~~“DIP ~~can~~Borrower”), bethe nolenders ~~assurance~~party ~~that~~thereto (the ~~Company~~“DIP ~~will~~Lenders”), beand ~~able~~Credit toSuisse ~~regain~~AG, ~~compliance~~as ~~with~~administrative ~~the~~and ~~Nasdaq~~collateral ~~minimum~~agent ~~value~~in ofconnection ~~publicly held shares requirement or maintain compliance~~ with ~~Nasdaq’s other listing requirements, including~~ the ~~bid price requirement~~Plan.

As previously disclosed, the Company received a non-compliance notice from Nasdaq on January 7, 2016 with respect to the bid price requirement, in respect of which the Company must regain compliance by July 5, 2016 or its Class A common stock will be subject to delisting.2

~~Forward-looking~~Pursuant ~~Statements~~to the terms of the DIP Credit Facility, the DIP Lenders will make available the DIP Credit Facility to the DIP Borrower consisting of (i) a term loan facility in an aggregate principal amount not to exceed $55 million and (ii) a letter of credit facility available for the issuance of letters of credit in an aggregate principal amount not to exceed $30,611,941, in each case, to mature on July 29, 2016. The Company and the DIP Borrower’s subsidiaries will guarantee its obligations under the DIP Credit Facility.

~~Statements~~The inproceeds ~~this~~of ~~Current~~the ~~Report~~DIP onCredit ~~Form 8-K~~Facility ~~and~~will ~~the~~be ~~exhibit~~used: ~~filed~~(i) for ~~herewith~~the ~~that~~payment ~~relate~~of toprepetition ~~future~~amounts ~~results~~as ~~and~~authorized ~~events~~by ~~are~~the ~~not~~Bankruptcy ~~facts~~Court ~~and~~pursuant ~~constitute~~to ~~forward-looking~~orders ~~statements~~approving ~~within~~ the ~~meaning~~first ofday ~~the~~motions ~~Private~~filed ~~Securities~~by ~~Litigation~~the ~~Reform~~Company; ~~Act~~(ii) in ofaccordance ~~1995.~~with ~~These~~the ~~forward-looking~~terms ~~statements~~of ~~are~~the ~~based~~DIP onCredit ~~the~~Facility ~~Company’s~~and ~~current~~the ~~expectations,~~Bankruptcy ~~estimates~~Court ~~and~~orders ~~assumptions~~(a) for ~~and,~~the aspayment ~~such,~~of ~~involve~~working ~~certain~~capital ~~risks~~ and ~~uncertainties. The~~other ~~ability~~general corporate needs of the Company toin ~~predict results or~~ the ~~actual~~ordinary ~~effects~~course of ~~its~~business, ~~plans~~ and ~~strategies,~~(b) for orthe ~~those~~payment of ~~the~~chapter ~~combined~~11 ~~company~~expenses, isincluding ~~subject~~allowed toprofessional ~~inherent~~fees, ~~uncertainty. Actual~~costs ~~results~~ and ~~events~~expenses infor ~~future~~advisors, ~~periods~~consultants, ~~may~~counsel ~~differ~~and ~~materially~~other ~~from~~professionals ~~those~~retained ~~expressed~~by orthe ~~implied~~DIP byBorrower; ~~these~~(iii) to ~~forward-looking~~pay ~~statements~~fees ~~because~~and ofexpenses arelated ~~number~~to ofthe ~~risks,~~DIP ~~uncertainties~~Credit Facility; and ~~other~~(iv) for ~~factors. All~~the ~~statements~~replacement ~~other~~of ~~than~~the ~~statements~~existing letters of ~~historical~~credit ~~fact,~~of ~~including~~the ~~statements~~Company. ~~containing~~The ~~the~~Company ~~words~~has ~~“intends,”~~secured ~~“believes,”~~a ~~“expects,”~~commitment ~~“will,”~~from ~~and~~its ~~similar~~DIP ~~expressions,~~Lenders ~~are~~to ~~statements~~convert ~~that~~the ~~could~~DIP beCredit ~~deemed~~Facility to bean ~~forward-looking~~exit ~~statements. In~~facility ~~addition,~~upon consummation of the Plan.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

~~the~~The ~~forward-looking~~commencement ~~statements~~of ~~represent~~ the ~~Company’s~~Bankruptcy ~~views~~Cases asconstitutes ofan ~~the~~event ~~date as~~ of ~~which~~default ~~they~~that ~~were~~accelerated ~~made.~~the ~~The~~ Company’s ~~anticipates~~obligations ~~that~~under ~~subsequent~~the ~~events~~Credit ~~and developments may cause its views to change~~Agreement. ~~However,~~ ~~although~~Any ~~the~~efforts ~~Company may elect~~ to ~~update~~enforce ~~these~~such ~~forward-looking~~payment ~~statements~~obligations atunder ~~some point in~~ the ~~future,~~Credit itAgreement ~~specifically~~are ~~disclaims~~automatically ~~any~~stayed ~~obligation to do so. These forward-looking statements should not be relied upon~~ as ~~representing~~a ~~the~~result ~~Company’s views as~~ of ~~any date subsequent to~~ the ~~date~~filing ~~hereof. Additional~~of ~~factors that may cause results to differ materially from those described in~~ the ~~forward-looking~~Petitions ~~statements~~and ~~are set forth in~~ the ~~Company~~holders’s ~~Annual~~rights ~~Report~~of onenforcement ~~Form 10-K~~in ~~for~~respect of the ~~fiscal~~Credit ~~year~~Agreement ~~ended~~are ~~March 29,~~subject ~~2015,~~to ~~which was filed with~~ the ~~Securities~~applicable ~~and~~provisions ~~Exchange~~of ~~Commission on May 26, 2015, under~~ the ~~headings~~Bankruptcy ~~“Risk Factors” and “Special Note Regarding Forward-Looking Statements”~~Code.

3The information set forth or incorporated in Item 1.03 is also incorporated by reference in this Item 2.04.

~~SIGNATURES~~Item 7.01 Regulation FD Disclosure.

~~Pursuant~~On toMay 2, ~~the~~2016, ~~requirements of~~ the ~~Securities~~Company ~~Exchange~~issued ~~Act~~a ofpress ~~1934,~~release announcing the ~~registrant~~filing ~~has~~of ~~duly~~the ~~caused~~Bankruptcy ~~this~~Cases. A ~~report~~copy toof bethe ~~signed~~press onrelease ~~its~~is ~~behalf~~attached byhereto ~~the~~as ~~undersigned hereunto duly authorized~~Exhibit 99.3.

February 16, 2016	Fairway Group Holdings Corp.
	By:	/s/ Edward C. Arditte
	Name:	Edward C. Arditte
	Title:	Co-President and Chief Financial Officer

Attached as Exhibit 99.4 is a copy of the Company’s Disclosure Statement dated May 2, 2016 which was filed with the Bankruptcy Court in connection with the Bankruptcy Cases.

In accordance with General Instruction B.2 of Form 8-K, Exhibits 99.3 and 99.4 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall Exhibits 99. or 99.4 be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

Statements in this Current Report on Form 8-K and the exhibit filed herewith that relate to future results and events are not facts and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company’s current expectations, estimates and assumptions and, as such, involve certain risks and uncertainties. The ability of the Company to predict results or the actual effects of its plans and strategies, or those of the combined company, is subject to inherent uncertainty. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors. All statements other than statements of historical fact, including statements containing the words “intends,” “believes,” “expects,” “will,” and similar expressions, are statements that could be deemed to be forward-looking statements. In addition, the forward-looking statements represent the Company’s views as of the date as of which they were made. The Company anticipates that subsequent events and developments may cause its views to change. However, although the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended March 29, 2015, which was filed with the Securities and Exchange Commission on May 26, 2015, under the

headings “Risk Factors” and “Special Note Regarding Forward-Looking Statements,” as well as subsequent reports on Form 10-Q. Additional risks include, but are not limited, those associated with the Company’s reorganization, including the ability of the Company to implement its plan of reorganization in Bankruptcy Court.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1		Restructuring Support Agreement
99.1		List of subsidiaries of the Company that are Debtors
99.2		Plan of Reorganization
99.3		Press Release dated May 2, 2016
99.4		Disclosure Statement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Fairway Group Holdings Corp.


May 3, 2016	By:	/s/ Edward C. Arditte
	Name:	Edward C. Arditte
	Title:	Co-President and Chief Financial Officer

Exhibit Index

Exhibit No.		Description
10.1		Restructuring Support Agreement
99.1		List of subsidiaries of the Company that are Debtors
99.2		Plan of Reorganization
99.3		Press Release dated May 2, 2016
99.4		Disclosure Statement

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