SecProbe.io

June 22, 2011
 Via E-mail

Christopher Pappas  President and Chief Executive Officer  Chefs’ Warehouse Holdings, LLC
100 East Ridge Road
Ridgefield, Connecticut 06877
Re: Chefs’ Warehouse Holdings, LLC
Amendment No. 1 to Registrati on Statement on Form S-1
Filed June 8, 2011
  File No. 333-173445

Dear Mr. Pappas:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Prospectus Summary, page 1

Recent Development, page 4

1. We note the disclosure of your entering into an agreement to purchase certain assets of Harry
Wils & Co. including its inventory, certain intangible assets, customer list and certain
intellectual property and that you expect to clos e the transaction in July with your existing
senior secured credit facilities.  In this regard, please tell us and disclose the business purpose of the purchase and the significance of the purchase in terms of dollar amount and whether it
is considered a business purchase under Rule 11-01(d) of Regulation S-X.  We note your risk
factor disclosure on page 16 of your intention of consolidating the operations with those of
Harry Wils & Co. after the transaction.  To the extent that the transaction is considered a
business and is material to your financial statements, you should provide pro forma effect of this probable transaction in your pro forma financial statements.

Christopher Pappas Chefs’ Warehouse Holdings, LLC June 22, 2011 Page 2

 2. Please disclose the purchase price you agreed to  pay for the assets of Harry Wils & Co.
Please also file as an exhibit to the regi stration statement the purchase agreement or
explain to us why you do not believe such agre ement to be material.  See Item 601(b)(2)
of Regulation S-K.

The Offering, page 6
 Use of Proceeds, page 6

3. The disclosure that you require borrowings  under your new senior secured credit
facilities, together with the net proceeds fr om the offering, for the uses described in two
bullet points in this subsection implies that the net proceeds from the offering, alone, is
insufficient for such uses.  Accordingly, plea se delete the sentence “[a]ny remaining net
proceeds will be used for general corporate pu rposes,” as it implies that you will have net
proceeds from the offering remaining after the uses described in th e two bullet points in
this section.  Please also revi se in “Use of Proceeds.”

Summary Consolidated Fi nancial Data, page 8

4. We note your response to comment 12 in our letter dated May 10, 2011 and re-issue such
comment.  In this regard, please tell us, and disclose, if the pro forma earnings per share
data for the fiscal year ended December 24, 2010, and the three months ended March 25,
2011, will give effect to the number of shares whose proceeds would be necessary to pay
the excess dividend distribution to your Cla ss A units since it exceeds your current year
earnings.  In this regard, we note your deemed dividend of $22,429 exceeds your net
income of $15,874 for the fiscal year ende d December 24, 2010.  Therefore, you should
increase your pro forma earnings per share denominator by the incremental number of
shares that would equate to $6,555 once you have determined your offering price per
share.
5. We note your responses to comments 13 a nd 16 in our letter dated May 10, 2011 and
await your revisions in a future amendment to Form S-1.
6. We note your response to comment 14 in our letter dated May 10, 2011 and do not
believe your planned refinancing transaction is  factually supportable at this time until the
commitment letter and term sheet are forma lly executed.  Please revise to remove the
new financing from your pro fo rma financial statements.
 Risk Factors, page 12

 Risks Relating to this Offering, page 21

7. We note your response to comment 18 in our  letter dated May 10, 2011.  Please tell us
whether you expect to qualify for the c ontrolled company exemption offered by the

Christopher Pappas Chefs’ Warehouse Holdings, LLC June 22, 2011 Page 3

 NASDAQ Listing Rules, regardless of your intention to avail your self to such exemption.
If you expect to qualify, then please add the risk factor requested by such comment.  You
may disclose in the risk factor your curre nt intentions on availing yourself to such
exemption.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
35

Critical Accounting Policies, page 37
 Inventory valuation, page 37

8. We note your response to comment 27 in our letter dated May 10, 2011 and re-issue such
comment.  Please tell us, and di sclose, a roll-forward schedu le of your inventory reserve
amounts for all periods presented in a foot note or in a supplemental Schedule II in
accordance with Rule 5-04 of Regulation S-X.

Valuation of Goodwill and Intangible Assets, page 38

9. We note your responses to comments 28 a nd 29 in our letter da ted May 10, 2011.  We
note that you have discrete financial info rmation for each of your geographical regions
and each region constitutes a component.  We further note from your response that you aggregate your geographical co mponents into one reporting un it for the purpose of testing
goodwill for impairment.  Please note that only  components of an operating segment that
have similar economic characteristics should be  aggregated into a si ngle reporting unit.
See FASB ASC 350-20-35-35.  For purposes of  evaluating economic characteristics of
your components the criteria for aggregat ing operating segments in FASB ASC 280-10-
50-11 should be considered.  In this regard, please provide to us your  discrete financial
information for each of your geographical comp onents for the past three fiscal years
ended December 24, 2010 as well as their projected financial information.  Please supplement this information with a detailed analysis which supports  your conclusion that
your components have similar economic ch aracteristics for aggregation.
 Compensation Discussion and Analysis, page 61

 Compensation Philosophy and Objectives, page 61

10. We note the disclosure that you provide competitive total compensation based on
compensation levels at other similarly-sized  companies operating w ithin your business
sector.  Please clarify whether you engage d in benchmarking with respect to total
compensation or any individual component of compensation.  If did engage in
benchmarking, then please identify the benchmark and its components, including
component companies.  See Item 402(b)(2)(xiv) of Regulation S-K.

Christopher Pappas Chefs’ Warehouse Holdings, LLC June 22, 2011 Page 4

 2010 Units Vested Table, page 68

11. We note your response to comment 49 in our letter dated May 10, 2011.  The disclosure
of the value realized on ves ting should be based on the market value of your limited
liability company interests on the vesting date.  A statement that a market value of such interests is not readily determinable is insufficient to satisfy the disclosure required by Item 402(g)(2)(v) of Regulation S-K.  A ccordingly, we reissue such comment.

Undertakings, page II-2

12. We note your response to comment 66 in  our letter dated May 10, 2011.  The
undertakings in Item 512(a)(5 )(ii) and (a)(6) of Regulati on S-K are required for the
offering even though the offering is not pursuant to Securities Act Rule 415.  For guidance, please consider Question 229.01 in  our Securities Act Rules Compliance and
Disclosure Interpretations and Securities Ac t Rule 159A. Accordingly, we reissue such
comment.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
You may contact Robert Babul a, Staff Accountant, at ( 202) 551-3339 or Andrew Mew,
Accounting Branch Chief, at (202) 551-3377 if you have questions regarding comments on the
financial statements and related matters.  Please  contact Charles Lee, A ttorney-Advisor, at (202)
551-3427, Brigitte Lippmann, Special Counsel, at (202) 551-3713 or me at (202) 551-3720 with
any other questions.
Sincerely,
   /s/ Brigitte Lippmann    for
H. Christopher Owings Assistant Director
 cc: Alexandros Aldous  Ken Clark  Chefs’ Warehouse Holdings, LLC