SEC Info - Pappas John - ‘4/A’ for 2/23/21 re: Chefs’ Warehouse, Inc.

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

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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^*

Pappas John

(Last)

(First)

(Middle)

100 EAST RIDGE ROAD

(Street)

RIDGEFIELD

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
2/23/21

4. If Amendment, Date of Original Filed (Month/Day/Year)
3/1/21

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	2/23/21		A ⁽¹⁾		66,726	A	⁽¹⁾	1,061,606	D
Common Stock	2/25/21		F ⁽²⁾		1,749	D	$30.62	1,059,857 ⁽³⁾	D
Common Stock	2/25/21		F ⁽²⁾		1,729	D	$30.62	1,058,128 ⁽³⁾	D
Common Stock								400,000 ⁽³⁾	I	See Footnote ⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

(1) The reporting person was granted shares of restricted common stock pursuant to The Chefs' Warehouse 2019 Omnibus Equity Incentive Plan (the "Plan"). The forfeiture restrictions associated with 39,173 of these shares will lapse in one-third increments as of the first through third anniversary dates of the grant date, February 23, 2021. The forfeiture restrictions associated with 27,553 of these shares will lapse upon achievement of performance conditions based on the per-share price of Issuer's common stock.

(2) Shares withheld upon vesting of restricted common stock awarded to reporting person pursuant to the Plan.

(3) On March 1, 2021, the reporting person filed a Form 4 to report these withholding transactions. This amendment is being filed to report the grant of restricted common stock to the reporting person on February 23, 2021 that was previously inadvertently omitted and to correct the amount of securities beneficially owned following the previously reported withholding transactions.

(4) Shares are held by a single member LLC the sole member of which is a grantor retained annuity trust established by the reporting person and of which the reporting person is the sole trustee and sole annuity beneficiary.

	/s/ Alexandros Aldous, Attorney-in-Fact for John Pappas	3/3/21
	** 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.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
F	Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.

Pappas John – ‘4/A’ for 2/23/21 re: Chefs’ Warehouse, Inc.

On: Wednesday, 3/3/21, at 9:28pm ET · For: 2/23/21 · Accession #: 947871-21-297 · File #: 1-35249

Previous ‘4’: ‘4’ on 3/1/21 for 2/25/21 · Next: ‘4’ on 4/29/21 for 4/27/21 · Latest: ‘4’ on 3/6/24 for 3/4/24

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4/A’ Document is an XML Data File that may be rendered in various formats:

Pappas John – ‘4/A’ for 2/23/21 re: Chefs’ Warehouse, Inc.

On: Wednesday, 3/3/21, at 9:28pm ET · For: 2/23/21 · Accession #: 947871-21-297 · File #: 1-35249

Previous ‘4’: ‘4’ on 3/1/21 for 2/25/21 · Next: ‘4’ on 4/29/21 for 4/27/21 · Latest: ‘4’ on 3/6/24 for 3/4/24

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4/A’ Document is an XML Data File that may be rendered in various formats:

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents