Chefs' Warehouse, Inc. — Director's Dealing 2016

Mar 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chefs' Warehouse, Inc. (CHEF)
CIK: 0001517175
Period of Report: 2016-03-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-07	Common Stock	F	140	$20.23	Disposed	134683	Direct
2016-03-07	Common Stock	F	329	$20.23	Disposed	134354	Direct
2016-03-07	Common Stock	D	18205	—	Disposed	116149	Direct
2016-03-07	Common Stock	A	3244	—	Acquired	119393	Direct
2016-03-07	Common Stock	A	4866	—	Acquired	124259	Direct
2016-03-07	Common Stock	S	2500	$19.00	Disposed	121759	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-07	Price-Based Stock Options (Right to Buy)	$7.82	A	7193	Acquired	2026-03-07	Common Stock (7193)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.