Amended Statement of Changes in Beneficial Ownership (4/a)
14 Junho 2023 - 5:22PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Guarino Alan C. |
2. Issuer Name and Ticker or Trading Symbol
Chefs' Warehouse, Inc.
[
CHEF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
100 EAST RIDGE ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/13/2023 |
(Street)
RIDGEFIELD, CT 06877 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
3/15/2023 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/13/2023 (1) | | G | | 10269 (1) | D | $0 | 38625 (2) | D | |
Common Stock | 6/14/2023 | | G | | 5160 (3) | D | $0 | 33465 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | The Reporting Person contributed 10,269 shares of the Issuer's common stock to an irrevocable trust for the benefit of the Reporting Person's daughter. 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. On March 15, 2023, the Reporting Person filed a Form 4 (the "Prior Form 4") that inadvertently reported the contribution of the same number of shares of the Issuer's common stock to irrevocable trusts for the benefit of the Reporting Person's children. The contribution reported on the Prior Form 4 did not occur, and this Form 4 amends the Prior Form 4. |
(2) | The amount of securities beneficially owned following the transaction reported in this Form 4 is reflective of the Reporting Person's beneficial ownership as of this Form 4 and includes the restricted stock units granted to the Reporting Person pursuant to The Chefs' Warehouse, Inc. Amended and Restated 2019 Omnibus Equity Incentive Plan on May 12, 2023, as reported in the Form 4 filed by the Reporting Person on May 16, 2023. |
(3) | The Reporting Person contributed 5,160 shares of the Issuer's common stock to an irrevocable trust for the benefit of the Reporting Person's daughter. 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Guarino Alan C. 100 EAST RIDGE ROAD RIDGEFIELD, CT 06877 | X |
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Signatures
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/s/ Alexandros Aldous, Attorney-in-Fact for Alan C. Guarino | | 6/14/2023 |
**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 control number. |
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