Chefs' Warehouse, Inc. — Director's Dealing 2019

May 17, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chefs' Warehouse, Inc. (CHEF)
CIK: 0001517175
Period of Report: 2019-05-15

Reporting Person: Lecouras Patricia (Chief Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-15	Common Stock	M	7193	$20.23	Acquired	47218	Direct
2019-05-15	Common Stock	S	7193	$34.31	Disposed	40025	Direct
2019-05-17	Common Stock	A	6570	—	Acquired	46595	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-15	Price-Based Stock Options (Right to Buy)	$20.23	M	7193	Disposed	2026-03-07	Common Stock (7193)	Direct

Footnotes

F1: The exercise of this price-based stock option and the sale of shares received pursuant thereto were executed pursuant to a 10b5-1 plan put in place by the Reporting Person on March 15, 2019.

F2: Represents the weighted average sales price of the shares sold ranging from a low of $33.70 to a high of $34.51 per share. The Reporting Person undertakes, upon request by the Commission staff, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.

F3: The Issuer granted these securities subject to stockholder approval of The Chefs' Warehouse 2019 Omnibus Equity Incentive Plan (the "Plan"). Stockholder approval of the Plan was received on May 17, 2019.

F4: The Reporting Person received 6,570 shares of restricted common stock pursuant to the 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, February 25, 2019.

F5: Price-based stock options were eligible for vesting 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, March 7, 2016; in addition, price-based stock options were not exercisable before the third anniversary of the grant date and were subject to the terms of the Reporting Person's non-qualified stock option agreement.