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Filing Details

Accession Number:: 0000947871-16-001026
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-03-09 22:00:04
Reporting Period:: 2016-03-07

Filing Date:: 2016-03-09
Accepted Time:: 2016-03-09 22:00:04
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1517175	Chefs' Warehouse Inc.	CHEF	Wholesale-Groceries, General Line (5141)	203031526

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1525967	Frank O'dowd	100 East Ridge Road Ridgefield CT 06877	Chief Information Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2016-03-07	140	$20.23	134,683	No	4	F	Direct
Common Stock	Disposition	2016-03-07	329	$20.23	134,354	No	4	F	Direct
Common Stock	Disposition	2016-03-07	18,205	$0.00	116,149	No	4	D	Direct
Common Stock	Acquisiton	2016-03-07	3,244	$0.00	119,393	No	4	A	Direct
Common Stock	Acquisiton	2016-03-07	4,866	$0.00	124,259	No	4	A	Direct
Common Stock	Disposition	2016-03-07	2,500	$19.00	121,759	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	F	Direct
No	4	F	Direct
No	4	D	Direct
No	4	A	Direct
No	4	A	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Price-Based Stock Options (Right to Buy)	Acquisiton	2016-03-07	7,193	$0.00	7,193	$7.82

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
7,193		2026-03-07	No	4	A	Direct

Footnotes

Performance Restricted Shares awarded in 2013 pursuant to The Chefs' Warehouse 2011 Omnibus Equity Incentive Plan (the "Plan") and cancelled upon failure to achieve performance targets.
The reporting person received 3,244 shares of restricted common stock pursuant to the Plan. The forfeiture restrictions associated with this award will lapse in one-fourth increments as of the first through fourth anniversary dates of the grant date.
The reporting person received 4,866 shares of performance-based restricted common stock pursuant to the Plan. The forfeiture restrictions associated with this award will lapse in one-fourth increments, provided that the Grantee provides continuous service to the Company through the applicable vesting date, and further provided that the additional conditions and performance criteria related to audited fully diluted earnings per share for the 2016 fiscal year are met, as set forth in the reporting person's performance-based vesting restricted share award agreement, with one-fourth of the forfeiture restrictions lapsing on the first through fourth anniversary dates of the grant date, 3/7/2016. The shares reported represent 150% of the reporting person's target award, which is the maximum number of shares that can be earned based on the Company's achievement of the performance targets.
Price-based stock options are eligible for vesting only upon the issuer's achievement of a $30 stock price hurdle (based on 20-consecutive trading day average) on or before the fourth anniversary of the grant date; in addition, price-based stock options may not be exercised before the third anniversary of the grant date and are subject to the terms of the reporting person's non-qualified stock option agreement.