UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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~~The ~~(Date~~Securities ofExchange ~~Earliest~~Act ~~Event~~of ~~Reported):~~1934 ~~December 28, 2012~~

~~Tops~~Date ~~Holding~~of ~~Corporation~~Report (Date of earliest event reported): May 26, 2015

Tops Holding LLC

Tops Markets II Corporation

(Exact name of registrant as specified in its charter)

Delaware	333-168065	26-1252536
Delaware Delaware	333-191029-04 333-191029-05	26-1252536 46-2733709
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

6363 Main Street, Williamsville, New York		14221
6363 Main Street Williamsville, New York		14221
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (716-) 635-5000

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:

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 58.~~02(e).~~01 ~~Departure~~Other ~~of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Events

On ~~December~~May 2826, ~~2012~~2015, ~~a majority of the voting shareholders of~~ Tops Holding ~~Corporation~~LLC ~~(the “Company”) approved the repricing of certain option awards (“Options”) previously granted to members of the Company’s management~~ and ~~board~~Tops ofMarkets ~~directors~~II ~~(the~~Corporation issued ~~“Repricing”).~~a ~~The~~press ~~purpose~~release ofannouncing ~~the Repricing was to mitigate the economic dilution~~ that ~~resulted~~they ~~from~~intend ~~the payment of a cash dividend~~ to ~~the~~offer ~~holders~~approximately of$550 ~~the~~million ~~Company’s common stock on December 20, 2012 that resulted~~ in aaggregate ~~decrease~~principal inamount ~~the~~of ~~Company’s~~senior ~~stock~~secured ~~price~~notes ~~(the~~due ~~“Dividend Recapitalization”)~~2022. ~~The~~ ~~Repricing~~A ~~was~~copy ~~completed in accordance with the terms~~ of the ~~Tops~~press ~~Holding~~release ~~Corporation~~is ~~2007~~attached ~~Stock~~hereto ~~Incentive~~as ~~Plan. The~~Exhibit ~~exercise price was lowered to $400~~99.~~00 on 707 Options held by Frank Curci, the Company’s Chief Executive Officer,~~ 1~~,000~~ Options held by William R. Mills, the Company’s Chief Financial Officer, 454 Options held by Kevin Darrington, the Company’s Chief Operating Officer, 369 Options held by John Persons, the Company’s Senior Vice President of Operations and ~~555~~is ~~Options~~incorporated ~~held~~herein by ~~Lynne Burgess, the Company’s Senior Vice President and General Counsel~~ reference. In addition, the exercise price on 1,560 Options held by various other members of the Company’s management and board of directors was lowered to $400.00 All Options subject to the Repricing were issued prior to the Dividend Recapitalization. No other terms of the Options were changed.

InOn ~~connection~~May 26, ~~with the Repricing~~2015, ~~and~~Tops toHolding ~~mitigate~~LLC, ~~the~~Tops ~~decrease in the Company’s stock price resulting from the Dividend Recapitalization~~Markets, ~~the~~ ~~compensation~~LLC ~~committee~~and ofTops ~~the~~Markets ~~Company’s~~II ~~board~~Corporation ofissued ~~directors~~a ~~(the~~press ~~“Compensation~~release ~~Committee”)~~announcing that ~~unanimously~~they ~~approved~~had ~~payment~~commenced toa ~~the~~cash ~~holders~~tender ofoffer ~~the~~for ~~Options~~any ~~in amounts equal to the difference between the per share dividend paid to shareholders in the Dividend Recapitalization~~ and ~~the~~all ~~reduction~~of intheir ~~the~~$460 ~~exercise~~million ~~price~~outstanding ~~associated~~aggregate ~~with~~principal ~~the~~amount ~~Options~~of ~~(each an “Option Payment”)~~8. ~~Option~~875% ~~Payments~~senior ~~were~~secured ~~made~~notes todue ~~Mr. Curci~~2017 inand ~~the~~a ~~amount~~related ofconsent ~~$2,108,019~~solicitation.~~04;~~ toA ~~Mr. Mills~~copy ~~in the amount~~ of ~~$50,720.00; to Mr. Darrington in~~ the ~~amount~~press ofrelease ~~$1,174,457.12;~~is toattached ~~Mr. Persons~~hereto inas Exhibit ~~the amount of $786,105~~99.~~60;~~2 and toincorporated ~~Ms. Burgess~~herein inby ~~the amount of $28,149~~reference.~~60.~~

~~Item~~On 5May 26, 2015, Tops Holding II Corporation issued a press release announcing that it has commenced a cash tender offer for up to $50 million of its $150 million outstanding aggregate principal amount of 8.07750%/9.500% ~~Submission~~senior ofnotes ~~Matters~~due to2018. aA ~~Vote~~copy of ~~Security~~the ~~Holders~~press release is attached hereto as Exhibit 99.3 and incorporated herein by reference.

OnItem ~~December 28,~~9.01 ~~2012~~Financial aStatements ~~majority~~and ~~of the shareholders of the Company approved the Repricing by written consent.~~Exhibits

2(d) Exhibits

SIGNATURES


99.1		Press Release dated May 26, 2015.

99.2		Press Release dated May 26, 2015.

99.3		Press Release dated May 26, 2015.

~~Pursuant~~SIGNATURES ~~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.~~

	TOPS HOLDING CORPORATION
January 4, 2012	By:	/s/ Frank Curci
		Frank Curci
		President and Chief Executive Officer

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


	TOPS HOLDING LLC

Date: May 26, 2015
	By:	/s/ Lynne A. Burgess
		Name:	Lynne A. Burgess
		Title:	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX


Exhibit No.		Exhibits

99.1		Press release dated May 26, 2015.

99.2		Press release dated May 26, 2015.

99.3		Press release dated May 26, 2015.

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