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Form 4 Chefs' Warehouse, Inc. For: Aug 30 Filed by: Pappas Christopher

February 23, 2024 6:56 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Pappas Christopher

(Last) (First) (Middle)
100 EAST RIDGE ROAD

(Street)
RIDGEFIELD CT 06877

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Chefs' Warehouse, Inc. [ CHEF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/30/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/30/2022   G   72,066 D $ 0 2,363,764 (1) D  
Common Stock 02/21/2024   G   9,769 D $ 0 290,352 I By GRATs (2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On August 30, 2022, the Reporting Person contributed 72,066 shares of the Issuer's common stock to a charitable trust. Neither the Reporting Person nor any member of the Reporting Person's family is a trustee of the trust, nor do they have control over the trust's investment decisions. This Form 4 is deemed to amend the Forms 4 filed on and after August 30, 2022 and prior to the date of this Form 4 with respect to the amount of securities reported as directly beneficially owned by the Reporting Person to subtract these transferred shares. The amount of securities reported as beneficially owned in this Form 4 reflects the amount beneficially owned by the Reporting Person as of the date of this Form 4.
2. On February 21, 2024, the Reporting Person's 2021 Grantor Retained Annuity Trust (the "2021 GRAT") terminated, and 9,769 shares of the Issuer's common stock were transferred to the 2021 GRAT's remainderman. The shares of the Issuer's common stock distributed to the Reporting Person by the 2021 GRAT were contributed by the Reporting Person to subsequent grantor retained annuity trusts of the Reporting Person and continue to be reported in this Form 4 as indirectly owned by the Reporting Person.
/s/ Alexandros Aldous, Attorney-in-Fact for Christopher Pappas 02/23/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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