SC 13G/A 1 ss192218_sc13ga.htm AMENDMENT NO. 4

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. 4)*

The Chefs’ Warehouse, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

163086101

(CUSIP Number)

December 31, 2020

(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)

John 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

Common Stock: 1,394,880 (1)

SHARED VOTING POWER

N/A

SOLE DISPOSITIVE POWER

Common Stock: 1,394,880

SHARED DISPOSITIVE POWER

N/A

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Common Stock: 1,394,880

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

3.7% (2)

TYPE OF REPORTING PERSON*

CUSIP NO. 163086101

13G/A

Page 3 of 5 Pages

(1)

Does not include 620,000 shares of Common Stock held by irrevocable trusts for the benefit of the reporting person’s children. Each of these trusts has an independent trustee and is irrevocable, and pursuant to the terms of each 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 agreements acting in a nonfiduciary capacity to acquire any assets of the trusts 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 trusts to the extent that he would be deemed to beneficially own such shares.

(2)

Based on 37,274,768 shares of Common Stock outstanding as of December 31, 2020.

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 per share
Item 2(e).		CUSIP Number:	163086101
Item 3.		Not Applicable.
Item 4.		Ownership.
(a)	Amount beneficially owned: See the responses to Row 9 on the attached cover pages.

(b)

Percent of class: See the responses to Row 11 on the attached cover pages.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote: See the responses to Row 5 on the attached cover pages.

(ii)

Shared power to vote or direct the vote: See the responses to Row 6 on the attached cover pages.

(iii)

Sole power to dispose or direct the disposition of: See the responses to Row 7 on the attached cover pages.

(iv)

Shared power to dispose or direct the disposition of: See the responses to Row 8 on the attached cover pages.

CUSIP NO. 163086101

13G/A

Page 4 of 5 Pages

Item 5.	Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person. Not Applicable

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.	Certification. Not Applicable

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 12, 2021
	Date


	/s/ John Pappas
	(Signature)


	John Pappas
	(Name/Title)

SEC Form SC 13G/A filed