SEC Form 4 · accession 0000947871-16-001026
Chefs' Warehouse, Inc. · CHEF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Frank O'Dowd
Officer — Chief Information Officer
Period of report
Mar 7, 2016
Accepted (ET)
Mar 9, 2016 · 10:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001517175
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Mar 7, 2016 | F | 140 | $20.23 | D | 134,683 | D | |
| Common Stock | Mar 7, 2016 | F | 329 | $20.23 | D | 134,354 | D | |
| Common StockF1 | Mar 7, 2016 | D | 18,205 | $0.00 | D | 116,149 | D | |
| Common StockF2 | Mar 7, 2016 | A | 3,244 | $0.00 | A | 119,393 | D | |
| Common StockF3 | Mar 7, 2016 | A | 4,866 | $0.00 | A | 124,259 | D | |
| Common Stock | Mar 7, 2016 | S | 2,500 | $19.00 | D | 121,759 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Price-Based Stock Options (Right to Buy)F4 | $7.82 | Mar 7, 2016 | A | 7,193 | A | — | Mar 7, 2026 | Common Stock | 7,193 | 7,193 | D |
Explanation of responses
- F1Performance Restricted Shares awarded in 2013 pursuant to The Chefs' Warehouse 2011 Omnibus Equity Incentive Plan (the "Plan") and cancelled upon failure to achieve performance targets.
- F2The reporting person received 3,244 shares of restricted common stock pursuant to the Plan. The forfeiture restrictions associated with this award will lapse in one-fourth increments as of the first through fourth anniversary dates of the grant date.
- F3The reporting person received 4,866 shares of performance-based restricted common stock pursuant to the Plan. The forfeiture restrictions associated with this award will lapse in one-fourth increments, provided that the Grantee provides continuous service to the Company through the applicable vesting date, and further provided that the additional conditions and performance criteria related to audited fully diluted earnings per share for the 2016 fiscal year are met, as set forth in the reporting person's performance-based vesting restricted share award agreement, with one-fourth of the forfeiture restrictions lapsing on the first through fourth anniversary dates of the grant date, 3/7/2016. The shares reported represent 150% of the reporting person's target award, which is the maximum number of shares that can be earned based on the Company's achievement of the performance targets.
- F4Price-based stock options are eligible for vesting only 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; in addition, price-based stock options may not be exercised before the third anniversary of the grant date and are subject to the terms of the reporting person's non-qualified stock option agreement.