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 2629, 2015

Tops Holding LLC

Tops Markets II Corporation

(Exact name of registrant as specified in its charter)

Delaware Delaware	333-191029-04 333-191029-05	26-1252536 46-2733709
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
6363 Main Street Williamsville, New York		14221
(Address of principal executive offices)		(Zip Code)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Events

On May 2629, 2015, Tops Holding LLC and Tops Markets II Corporation issued a press release announcing that they ~~intend~~priced totheir ~~offer approximately~~ $~~550~~560 million in aggregate principal amount of senior secured notes due 2022 (the “Notes”). The Notes were offered pursuant to an exemption from registration under the Securities Act of 1933, as amended. The offering of the Notes is expected to close on June 10, 2015, subject to certain closing conditions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On May 26, 2015, Tops Holding LLC, Tops Markets, LLC and Tops Markets II Corporation issued a press release announcing that they had commenced a cash tender offer for any and all of their $460 million outstanding aggregate principal amount of 8.875% senior secured notes due 2017 and a related consent solicitation. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

On May 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 8.750%/9.500% senior notes due 2018. A copy of the press release is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) 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.



99.1		Press Release dated May 29, 2015.

SIGNATURES

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~~	TOPS HOLDING LLC
Date: May 26, 2015
Date: May 29, 2015
	~~By:~~	~~/s/ Lynne A. Burgess~~By:	/s/ Lynne A. Burgess
		Name:	Lynne A. Burgess
			Name: Lynne A. Burgess
		Title:	Executive Vice President, General Counsel and Secretary
			Title: Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.		Exhibits
99.1		Press release dated May 2629, 2015.
99.2		Press release dated May 26, 2015.
99.3		Press release dated May 26, 2015.

Filing Compare · Tops Holding LLC