0001387131-15-000554.txt : 20150213 0001387131-15-000554.hdr.sgml : 20150213 20150213141227 ACCESSION NUMBER: 0001387131-15-000554 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Chefs' Warehouse, Inc. CENTRAL INDEX KEY: 0001517175 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 203031526 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86355 FILM NUMBER: 15612625 BUSINESS ADDRESS: STREET 1: 100 EAST RIDGE ROAD CITY: RIDGEFIELD STATE: CT ZIP: 06877 BUSINESS PHONE: (203) 894-1345 MAIL ADDRESS: STREET 1: 100 EAST RIDGE ROAD CITY: RIDGEFIELD STATE: CT ZIP: 06877 FORMER COMPANY: FORMER CONFORMED NAME: Chefs' Warehouse Holdings, LLC DATE OF NAME CHANGE: 20110401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pappas Christopher CENTRAL INDEX KEY: 0001525954 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 100 EAST RIDGE ROAD CITY: RIDGEFIELD STATE: CT ZIP: 06877 SC 13G/A 1 chef-13ga_021315.htm SCHEDULE 13G/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________________

Schedule 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

The Chefs’ Warehouse, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

163086101

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

ý Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 5 Pages

CUSIP NO. 163086101

13G/A

Page 2 of 5 Pages

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Christopher Pappas

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

(b) ¨

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

3,271,715

SHARED VOTING POWER

N/A

SOLE DISPOSITIVE POWER

3,271,715

SHARED DISPOSITIVE POWER

N/A

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,271,715

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (a) ¨

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

13.1%

TYPE OF REPORTING PERSON*

CUSIP NO. 163086101

13G/A

Page 3 of 5 Pages

Item 1(a).	Name of Issuer:	The Chefs’ Warehouse, Inc.
Item 1(b).	Address of Issuer’s Principal Executive Offices:	100 East Ridge Road Ridgefield, CT 06877
Item 2(a).	Name of Person Filing:	See Item 1 of page 2
Item 2(b).	Address of Principal Business Office or, if none, Residence:	c/o The Chefs’ Warehouse, Inc. 100 East Ridge Road Ridgefield, CT 06877
Item 2(c).	Organization/Citizenship:	See Item 4 of page 2
Item 2(d).	Title of Class Of Securities:	Common Stock, $0.01 par value
Item 2(e).	CUSIP Number:	163086101
Item 3.	Inapplicable.
Item 4.	Ownership.

Person	Total Shares of Common Stock Beneficially Owned(1)	Percent of Class(2)	Sole Voting Power	Shared Voting Power	Sole Power to Dispose	Shared Power to Dispose
Christopher Pappas	3,271,715	13.1%	3,271,715	--	3,271,715	--

(1)

Does not include 620,000 shares of Common Stock held by an irrevocable trust for the benefit of the reporting person’s children. This trust has an independent trustee and is irrevocable, and pursuant to the terms of the trust agreement no part of the trust estate may ever revert to the reporting person, be used for the reporting person’s benefit or be distributed in the discharge of the reporting person’s legal obligations. The reporting person does have the power under the trust agreement acting in a nonfiduciary capacity to acquire any assets of the trust by substituting property of an equivalent value but has no current intention to do so. The reporting person disclaims beneficial ownership of the shares of Common Stock held in the trust to the extent that he would be deemed to beneficially own such shares.

(2)

Based on 25,031,270 shares of Common Stock outstanding as of December 31, 2014.

CUSIP NO. 163086101

13G/A

Page 4 of 5 Pages

Item 5.	Ownership of Five Percent or Less of a Class. Inapplicable
Item 6.	Ownership of More than Five Percent on Behalf of Another Person. Inapplicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Inapplicable
Item 8.	Identification and Classification of Members of the Group. Inapplicable

Item 9.	Notice of Dissolution of Group. Inapplicable
Item 10.	Certification. Inapplicable

CUSIP NO. 163086101

13G/A

Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	February 13, 2015
	Date


	/s/ Christopher Pappas
	(Signature)


	Christopher Pappas
	(Name/Title)