SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Lecouras Patricia

(Last) (First) (Middle)
100 EAST RIDGE ROAD

(Street)
RIDGEFIELD CT 06877

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Chefs' Warehouse, Inc. [ CHEF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Human Resources Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/07/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/07/2016 F 140 D $20.23 66,683 D
Common Stock 03/07/2016 F 329 D $20.23 66,354 D
Common Stock 03/07/2016 D 18,205(1) D $0 48,149 D
Common Stock 03/07/2016 A 3,244(2) A $0 51,393 D
Common Stock 03/07/2016 A 4,866(3) A $0 56,259 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Price-Based Stock Options (Right to Buy) $7.82 03/07/2016 A 7,193 (4) 03/07/2026 Common Stock 7,193 $0 7,193 D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
/s/ Alexandros Aldous, Attorney-in-Fact for Patricia Lecouras 03/09/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.