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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 28, 2012

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period
from to

Commission file number: 001-35249





THE
CHEFS WAREHOUSE, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 20-3031526                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|100 East Ridge Road Ridgefield, Connecticut                    |  | 06877                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: (203) 894-1345





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  | x  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No  x

Number of shares of common stock, par value $.01 per share, outstanding at November 1, 2012: 20,990,503









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THE CHEFS WAREHOUSE, INC.

FORM 10-Q

Table of Contents



|                           |  |                                                             |   |      |   | 
|-------------------------- |  | ----------------------------------------------------------- | - | ---- | - | 
|                           |  |                                                             |   | Page |  
|Explanatory Note           |  |                                                             | 3 |     
|                           | 
|PART II. OTHER INFORMATION |  |                                                             |   |     
|                           |  |                                                            
|Item 2.                    |  | Unregistered Sales of Equity Securities and Use of Proceeds |   |      | 4 | 
|                           |  |                                                            
|Item 6.                    |  | Exhibits                                                    |   |      | 4 | 
|                           |  |                                                            
|                           |  | Signature                                                   |   |      | 5 | 



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EXPLANATORY NOTE

The Chefs Warehouse, Inc. (the Company) is filing this amendment to its Quarterly Report on Form 10-Q for the quarter ended
September 28, 2012, as filed with the Securities and Exchange Commission (SEC) on November 13, 2012, solely to amend Item 2 of Part II. The table providing information about purchases by the Company of its common stock
during the quarter ended September 28, 2012 was inadvertently excluded from the original filing.

Except as specifically noted above,
this Form 10-Q/A does not modify or update disclosures in the original Form 10-Q and does not reflect events that may have occurred subsequent to the original filing date.



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PART II. OTHER INFORMATION



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------



|                                        |  |                                      |        |  |                           |   |       |                                                                            |  |  |                                                                                                        |  |  |  |   | 
|--------------------------------------- |  | ------------------------------------ | ------ |  | ------------------------- | - | ----- | -------------------------------------------------------------------------- |  |  | ------------------------------------------------------------------------------------------------------ |  |  |  | - | 
|                                        |  | Total Number ofSharesRepurchased (1) |        |  | AveragePricePaid PerShare |   |       | Total Number ofSharesPurchased asPart of PubliclyAnnouncedPlans
orPrograms |  |  | Maximum Number(or ApproximateDollar Value) ofShares That MayYet Be
PurchasedUnder the Plans orPrograms | 
|June 30, 2012 to July 27, 2012          |  |                                      |       |  |                           |   |      |                                                                            |  |  |                                                                                                       |  |  |  |  | 
|July 28, 2012 to August 31, 2012        |  |                                      | 9,098  |  |                           | $ | 12.58 |                                                                            |  |  |                                                                                                       |  |  |  |  | 
|September 1, 2012 to September 28, 2012 |  |                                      | 14,652 |  |                           | $ | 15.80 |                                                                            |  |  |                                                                                                       |  |  |  |  | 
|                                        |  |                                      |        |  |                           |   |       |                                                                            |  |  |                                                                                                        |  |  |  |   | 
|Total                                   |  |                                      | 23,750 |  |                           | $ | 14.57 |                                                                            |  |  |                                                                                                       |  |  |  |  | 
|                                        |  |                                      |        |  |                           |   |       |                                                                            |  |  |                                                                                                        |  |  |  |   | 



|(1) | During the quarter ended September 28, 2012, we withheld 23,750 shares to satisfy tax withholding requirements upon the vesting of restricted shares of our common
stock awarded to two of our key employees.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 6. | EXHIBITS
|------- | --------



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                   
|            | 
|10.1        |  | Amendment No. 1, dated as of August 9, 2012, to the Credit Agreement, dated as of April 25, 2012, among Dairyland USA Corporation, The Chefs Warehouse Mid-Atlantic,
LLC, Bel Canto Foods, LLC, The Chefs Warehouse West Coast, LLC, and The Chefs Warehouse of Florida, LLC, as Borrowers, the financial institutions party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Issuing
Bank.*            
|            | 
|10.2        |  | Waiver and Amendment No. 2, dated as of August 29, 2012, to the Credit Agreement, dated as of April 25, 2012, among Dairyland USA Corporation, The Chefs Warehouse
Mid-Atlantic, LLC, Bel Canto Foods, LLC, The Chefs Warehouse West Coast, LLC, and The Chefs Warehouse of Florida, LLC, as Borrowers, the financial institutions party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and
Issuing Bank.*
|            | 
|31.1        |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                          
|            | 
|31.2        |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                          
|            | 
|31.3        |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**                                                                                                                                                                                                                                                                                                                         
|            | 
|31.4        |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**                                                                                                                                                                                                                                                                                                                         
|            | 
|32.1        |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                          
|            | 
|32.2        |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                          
|            | 
|101.INS     |  | XBRL Instance Document*                                                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|101.SCH     |  | XBRL Schema Document*                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|101.CAL     |  | XBRL Calculation Linkbase Document*                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|101.LAB     |  | XBRL Label Linkbase Document*                                                                                                                                                                                                                                                                                                                                                                                                 
|            | 
|101.PRE     |  | XBRL Presentation Linkbase Document*                                                                                                                                                                                                                                                                                                                                                                                          



|* | Previously filed with the Companys Quarterly Report on Form 10-Q for the quarter ended September 28, 2012, as filed with the Securities and Exchange
Commission on November 13, 2012
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Filed herewith
|-- | --------------



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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized on March 13, 2013.



|               |  |  |  |  |  |                                                                                                      
|-------------- |  |  |  |  |  | -----------------------------------------------------------------------------------------------------
|               |  |  |  |  |  | THE CHEFS WAREHOUSE, INC.                                                                           
|               |  |  |  |  |  | (Registrant)                                                                                         
|               |  |  | 
|March 13,
2013 |  |  |  |  |  | /s/ John D. Austin                                                                                   
|Date           |  |  |  |  |  | John D. Austin Chief Financial
Officer (Principal Financial Officer and Principal Accounting Officer)



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INDEX OF EXHIBITS



|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                   
|           | 
|10.1       |  | Amendment No. 1, dated as of August 9, 2012, to the Credit Agreement, dated as of April 25, 2012, among Dairyland USA Corporation, The Chefs Warehouse Mid-Atlantic,
LLC, Bel Canto Foods, LLC, The Chefs Warehouse West Coast, LLC, and The Chefs Warehouse of Florida, LLC, as Borrowers, the financial institutions party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and Issuing
Bank.*            
|           | 
|10.2       |  | Waiver and Amendment No. 2, dated as of August 29, 2012, to the Credit Agreement, dated as of April 25, 2012, among Dairyland USA Corporation, The Chefs Warehouse
Mid-Atlantic, LLC, Bel Canto Foods, LLC, The Chefs Warehouse West Coast, LLC, and The Chefs Warehouse of Florida, LLC, as Borrowers, the financial institutions party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent and
Issuing Bank.*
|           | 
|31.1       |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                          
|           | 
|31.2       |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                          
|           | 
|31.3       |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**                                                                                                                                                                                                                                                                                                                         
|           | 
|31.4       |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**                                                                                                                                                                                                                                                                                                                         
|           | 
|32.1       |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                          
|           | 
|32.2       |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                          
|           | 
|101.INS    |  | XBRL Instance Document*                                                                                                                                                                                                                                                                                                                                                                                                       
|           | 
|101.SCH    |  | XBRL Schema Document*                                                                                                                                                                                                                                                                                                                                                                                                         
|           | 
|101.CAL    |  | XBRL Calculation Linkbase Document*                                                                                                                                                                                                                                                                                                                                                                                           
|           | 
|101.LAB    |  | XBRL Label Linkbase Document*                                                                                                                                                                                                                                                                                                                                                                                                 
|           | 
|101.PRE    |  | XBRL Presentation Linkbase Document*                                                                                                                                                                                                                                                                                                                                                                                          



|* | Previously filed with the Companys Quarterly Report on Form 10-Q for the quarter ended September 28, 2012, as filed with the Securities and Exchange
Commission on November 13, 2012
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Filed herewith
|-- | --------------



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