CHEESECAKE FACTORY INC — Director's Dealing 2021

Feb 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHEESECAKE FACTORY INC (CAKE)
CIK: 0000887596
Period of Report: 2021-02-22

Reporting Person: OVERTON DAVID (Director, Chairman and C.E.O.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-22	Common Stock	M	175000	$35.62	Acquired	3056996	Indirect
2021-02-22	Common Stock	S	175000	$53.0651	Disposed	2881996	Indirect
2021-02-22	Common Stock	M	96206	$48.19	Acquired	2978202	Indirect
2021-02-22	Common Stock	S	96206	$54.2187	Disposed	2881996	Indirect
2021-02-23	Common Stock	M	48794	$48.19	Acquired	2930790	Indirect
2021-02-23	Common Stock	S	48794	$54.1041	Disposed	2881996	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-22	Employee Stock Option (right to buy)	$35.62	M	175000	Disposed	2021-03-07	Common Stock (175000)	Direct
2021-02-22	Employee Stock Option (right to buy)	$48.19	M	96206	Disposed	2022-03-06	Common Stock (96206)	Direct
2021-02-23	Employee Stock Option (right to buy)	$48.19	M	48794	Disposed	2022-03-06	Common Stock (48794)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	183950	Indirect
Common Stock	60211	Indirect
Common Stock	73000	Direct

Footnotes

F1: Represents the exercise of stock options expiring within one month.

F2: Shares held by the David M. Overton Family Trust of which Mr. Overton is trustee.

F3: The price reported within column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $51.62 to $54.20, inclusive. The reporting person undertakes to provide to CAKE Corporation, any security holder of CAKE Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

F4: Represents the exercise of stock options expiring in 2022.

F5: The price reported within column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $54.00 to $54.92, inclusive. The reporting person undertakes to provide to CAKE Corporation, any security holder of CAKE Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

F6: The price reported within column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $54.00 to $54.55, inclusive. The reporting person undertakes to provide to CAKE Corporation, any security holder of CAKE Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

F7: Shares held by the David M. Overton 2011 Gift Trust UTA dated 11/23/2011 for the benefit of the reporting person's son. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities.

F8: Shares held by Mr. Overton's spouse as trustee for the Sheila A. Overton Living Trust. The reporting person disclaims beneficial ownership of these securities.

F9: Shares of restricted stock subject to forfeiture.