SecProbe.io

July 11, 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. 2 to Registrati on Statement on Form S-1
Filed July 1, 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

 Our Market Opportunity, page 2

1. Please disclose in the filing the basis, incl uding the names of the industry sources, for
your industry data assertions.

Summary Consolidated Financial Data, page 8

2. We note your response to comment five in our letter dated June 22, 2011 and await your
revisions in a future amendment to Form S-1.

Christopher Pappas Chefs’ Warehouse Holdings, LLC July 11, 2011 Page 2

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
35
 Critical Accounting Policies, page 37

 Allowance for Doubtful Accounts, page 37

3. We note your response to comment eight in our  letter dated June 22, 2011.  Please revise
your consolidated statements of cash flow s to reflect the non cash reconciling item
associated with recording th e provision for allowance for doubtful accounts in the cash
flows for operating activities .  Further, we note your net revenues have increased
approximately 22% for the fiscal year ended December 24, 2010 over th e prior fiscal year
ended December 25, 2009; however the provis ion for the allowance for doubtful accounts
has decreased by approximately 29%.  We also note that your accounts receivable
balance for the same comparable fiscal pe riods increased approximately 17%.  Please
explain in detail why your provi sion has decreased in light of  the significant increase in
your revenues and accounts receivable and how you estimate your allowance for doubtful accounts.
 Compensation Discussion and Analysis, page 62

Outstanding Equity Awards at 2010 Fiscal Year End, page 69

4. We note your response to comment 11 in our  letter dated June 22, 2011.  Please also
disclose in the outstanding equity awards at fiscal year-end table th e market value as of
December 24, 2010 for the units that have not vested.  Please also disclose in the
applicable footnote how you determined the value of the units, in cluding any underlying
assumptions in conducting a valuation.
 Note 4 – Summary of Significant Accounting Policies, page F-4

 Revenue Recognition, page F-4

5. Please explain to us and disclose your policy for granting product returns.   Further,
please explain to us how accurate your histor ical estimates have b een with respect to
estimating your sales returns, and how varian ces between actual and estimated returns are
tracked and reviewed by management. Also, please revise your f ootnotes to provide a
roll-forward of your allowance for sales returns to the extent  that they are material.
Lastly, please explain to us how you are acc ounting and recording the allowance for sales
returns.

Unaudited Pro Forma Condensed Consolidated Financial Statements, submitted on July 5, 2011

6. We note you excluded from your unaudited pro fo rma condensed consolidated statements
of operations the compensation expense associat ed with the portion of  the Class C equity

Christopher Pappas Chefs’ Warehouse Holdings, LLC July 11, 2011 Page 3

 awards that will vest upon completion of this offering.  Please explain to us your basis of
excluding them or revise to include th is expense in your pro forma condensed
consolidated statements of operations.  Note that the effects of accounting for share-based
payment arrangements should not be removed as a pro forma adjustment if it has continuing impact on your financial statements.

7. Refer to footnote (e), (i), (j), (m) and (n).  Please provide the detail ed reconciliations of
the numerators and denominators used in cal culating the various pro forma earnings per
share data in the footnotes to the pro forma statements.

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
James Allegretto Senior Assistant Chief Accountant
 cc: Alexandros Aldous  Ken Clark  Chefs’ Warehouse Holdings, LLC