Chefs' Warehouse, Inc. — Director's Dealing 2013

Jan 23, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chefs' Warehouse, Inc. (CHEF)
CIK: 0001517175
Period of Report: 2013-01-21

Reporting Person: O'Dowd Frank (Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-21	Common Stock	A	4551	$0.00	Acquired	135524	Direct
2013-01-21	Common Stock	A	18205	$0.00	Acquired	153729	Direct

Footnotes

F1: This reporting person received 4,551 shares of restricted common stock pursuant to The Chefs' Warehouse, Inc. 2011 Omnibus Equity Incentive Plan. The forfeiture restrictions associated with this award will lapse in one-third increments as of the first through third anniversary dates of the grant date.

F2: Reflects an adjustment to the number of shares owned by 29 shares to take into account the reporting person's over-reporting of the number of shares withheld to pay taxes as reported in a Form 4 filed on January 15, 2013.

F3: This reporting person received 18,205 shares of restricted common stock pursuant to The Chefs' Warehouse, Inc. 2011 Omnibus Equity Incentive Plan. The forfeiture restrictions associated with this award will lapse in one-third increments based upon the Company's achievement of certain performance targets related to fully diluted earnings per share for each of the 2013, 2014 and 2015 fiscal years.