FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * AUSTIN JOHN D   2. Issuer Name and Ticker or Trading Symbol Chefs' Warehouse, Inc. [CHEF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 100 EAST RIDGE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 01/21/2013 (Street) RIDGEFIELD, CT 06877 4. If Amendment, Date 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 (City) (State) (Zip) 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 01/21/2013   A   8,715 (1) A $ 0 120,916 (2) D   Common Stock 01/21/2013   A   34,861 (3) A $ 0 155,777 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
AUSTIN JOHN D 100 EAST RIDGE ROAD RIDGEFIELD, CT 06877			Chief Financial Officer

Signatures

/s/ Alexandros Aldous, Attorney-in-Fact for John D. Austin		01/23/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This reporting person received 8,715 shares of restricted common stock pursuant to The Chefs' Warehouse, Inc. 2011 Omnibus Equity Incentive Plan. The forfeiture restrictions associated with this award will lapse in one-third increments as of the first through third anniversary dates of the grant date.
(2)	Reflects an adjustment to the number of shares owned by 17 shares to take into account the reporting person's over-reporting of the number of shares withheld to pay taxes as reported in a Form 4 filed on January 15, 2013.
(3)	This reporting person received 34,861 shares of restricted common stock pursuant to The Chefs' Warehouse, Inc. 2011 Omnibus Equity Incentive Plan. The forfeiture restrictions associated with this award will lapse in one-third increments based upon the Company's achievement of certain performance targets related to fully diluted earnings per share for each of the 2013, 2014 and 2015 fiscal years.

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