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~~July 83, 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)		(Commission File Number)		(IRS Employer Identification No.)

2284 12th Avenue

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

(646) 616-8000

(Registrant’s Telephone Number, Including Area Code)

Not 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))

Item 18.0301 ~~Bankruptcy~~Other ~~or Receivership~~Events.

As previously announced, on May 2, 2016, Fairway Group Holdings Corp. (the “Company”) and all of its subsidiaries (other than Fairway Lake Grove LLC) (collectively with the Company, the “Debtors”) filed a voluntary pre-packaged plan for reorganization (the “Plan”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) in the proceeding titled In re Fairway Group Holdings Corp. et al. Also as previously announced, on ~~May~~June 28, 2016, the ~~Company filed with the~~ Bankruptcy Court ~~the~~entered ~~proposed~~an ~~Plan~~order ~~and related disclosure statement~~ (the “~~Disclosure~~Confirmation ~~Statement~~Order”) inconfirming ~~accordance with~~ the ~~Bankruptcy~~Plan ~~Code.~~(as amended). The Plan (as amended) and the ~~Disclosure~~Confirmation ~~Statement~~Order were attached as Exhibits ~~99.~~2.1 and 992.42, respectively, to the Company’s Current Report on Form 8-K filed ~~May~~on June 414, 2016~~, which Form 8-K contains a summary of the Plan~~.

On ~~June~~July 83, 2016 (the “Effective Date”), the ~~Bankruptcy~~Debtors ~~Court~~consummated ~~entered~~their anreorganization ~~order~~under (the ~~“Confirmation~~Bankruptcy ~~Order”)~~Code ~~confirming~~and the Plan ~~(as~~became ~~amended)~~effective. APursuant ~~copy~~to of the Plan, ~~(as~~on ~~amended)~~the isEffective ~~attached~~Date, ~~hereto~~all asoutstanding ~~Exhibit 2.1~~equity ~~and~~securities isof ~~incorporated~~the ~~herein~~Company byoutstanding ~~reference. A~~prior ~~copy~~to of the ~~Confirmation~~Effective ~~Order~~Date iswere ~~attached~~canceled, ~~hereto~~without asthe ~~Exhibit 2.2~~payment ~~and~~of isany ~~incorporated~~amount ~~herein~~to bythe ~~reference~~holders thereof. ~~The~~On ~~Plan~~July 5, ~~provides~~2016, ~~that~~the itCompany ~~will~~is ~~become~~filing ~~effective~~a (Form 15 with the ~~“Effective~~Securities ~~Date”)~~and ~~upon~~Exchange Commission to effect the ~~completion~~deregistration of ~~certain~~its ~~conditions~~Class A ~~precedent~~common stock.

~~Item~~On ~~3.03~~July 5, ~~Material~~2016, ~~Modification~~the toCompany ~~Rights~~filed a Notice of ~~Security~~Effective ~~Holders~~Date with the Bankruptcy Court. The Notice of Effective Date is attached hereto as Exhibit 99.1.

Pursuant to the Plan, on the Effective Date, all existing equity securities issued by the Company will be cancelled. Each holder of an existing equity interest shall neither receive nor retain any property or interest in property on account of such equity interest. As a result of the cancellation of the existing equity securities issued by the Company, there will no longer be a trading market for the Company’s Class A common stock and the Company will cease to file periodic reports with the Securities and Exchange Commission.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Plan, on the Effective Date: (i) Mr. Edward C. Arditte, the Company’s co-president and chief financial officer, will cease to serve in those capacities and Mr. Dennis Stogsdill, the Company’s chief restructuring officer, will become acting chief financial officer of the Company and (ii) each of Messrs. Michael Barr, Howard Glickberg, Stephen Key, Robert Magnus, Charles Santoro and Farid Suleman, the Company’s current directors, will cease to be directors of the Company.

Item 9.01 Financial Statements and Exhibits.

Exhibits

2.1		Plan of Reorganization (as amended)
2.2		Confirmation Order

99.1 Notice of Effective Date

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.
June 10, 2016	By:	/s/ Dennis Stogsdill
July 5, 2016	By:	/s/ Dennis Stogsdill
	Name:	~~Dennis Stogsdill~~	Dennis Stogsdill
	Title:	~~Chief Restructuring Officer~~	Chief Financial Officer

Exhibit Index

Exhibit No.		Description
2.1		Plan of Reorganization (as amended)
99.1		Notice of Effective Date
2.2		Confirmation Order

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