UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Chef’s Warehouse
(Name of Issuer)
Common Stock
(Title of Class of Securities)
163086101
(CUSIP Number)
December 31, 2016
(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)
☐ 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).
| CUSIP No. 163086101 |
| 1. | Names of Reporting Persons.
Virtus Investment Advisers, Inc. 04-2453743 | |||||
| 2. | Check the Appropriate Box if a Member of a Group
Not applicable. | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Massachusetts | |||||
| Number of Shares Beneficially Owned by Each Reporting Person |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,762,734 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,762,734 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,762,734 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not applicable. | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.71% | |||||
| 12. | Type of Reporting Person
IA | |||||
CUSIP No. 163086101
ITEM 1.
| (a) | Name of Issuer: Chef’s Warehouse, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices: 100 East Ridge Road, Ridgefield, CT 06877 |
ITEM 2.
| (a) | Name of Person Filing: Virtus Investment Advisers, Inc. |
| (b) | Address of Principal Business Office, or if None, Residence: |
100 Pearl Street, 9th Floor
Hartford, CT 06103
| (c) | Citizenship: Massachusetts |
| (d) | Title of Class of Securities: Common Stock |
| (e) | CUSIP Number: 163086101 |
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | ||||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | ||||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | ||||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||||
| (e) | ☒ | An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); | ||||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); | ||||
| (g) | ☐ | A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); | ||||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
| (j) | ☐ | Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). |
ITEM 4. OWNERSHIP.
The information set forth in rows 5 through 11 of the cover page is incorporated herein by reference.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
| (a) | Virtus Investment Advisers, Inc. does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client’s custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. |
The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients for whom Virtus Investment Advisers, Inc. serves as investment adviser. Any and all discretionary authority that has been delegated to Virtus Investment Advisers, Inc. may be revoked in whole or in part in accordance with the terms of the relevant advisory contract.
Except as may be indicated if this is a joint filing with one of the registered investment companies for whom Virtus Investment Advisers, Inc. serves as investment adviser (“Funds”), not more than 5% of the class of such securities is owned by any one client subject to the investment advice of Virtus Investment Advisers, Inc.
| (b) | With respect to securities owned by any one of the Funds, only the custodian for each of such Funds, has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. No other person is known to have such right, except that the shareholders of each such Fund participate proportionately in any dividends and distributions so paid. |
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Virtus Investment Advisers, Inc. hereby declares that the filing of Schedule 13G shall not be construed as an admission that Virtus Investment Advisers, Inc. is the beneficial owner of any securities covered by the Schedule 13G.
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.
Dated: February 14, 2017
VIRTUS INVESTMENT ADVISERS, INC.
| By: |
/s/ Kevin J. Carr | |
| Kevin J. Carr | ||
| Senior Vice President and Clerk |