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Chefs’ Warehouse Holdings, LLC

100 East Ridge Road

Ridgefield, Connecticut 06877

(203) 894-1345

July 5, 2011

VIA FEDERAL EXPRESS

Mr. H. Christopher Owings

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-0303

          Re:

    Chefs’ Warehouse Holdings, LLC

Amendment No. 1 to Registration Statement on Form S-1

Filed June 8, 2011

File No. 333-173445

Dear Mr. Owings:

     This letter is being provided by Chefs’ Warehouse Holdings, LLC (the “Company”) to the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) to supplement the letter submitted by the Company on July 1, 2011, in response to
comments received from the Staff in a letter dated June 22, 2011 (the “Comment Letter”).

Please find attached hereto as Schedule A certain pro forma financial data that gives
effect to the redemption of the Company’s Class A units, its conversion to a subchapter C
corporation, the offering of common stock contemplated in the Company’s Registration Statement on
Form S-1, as amended (File No. 333-173445) (the “Registration Statement”) and the use of proceeds
therefrom, as if they had been consummated on December 26, 2009. This pro forma financial data was
prepared for informational purposes only using an assumed offering price and number of shares to be
issued in the offering and an assumed conversion ratio for the exchange of the Company’s Class B
units and Class C units for shares of the Company’s common stock in connection with the
reorganization transaction discussed in the Registration Statement. For clarity, the Company
advises the Staff that, given the volatility of the public trading market and

Chefs’ Warehouse Holdings, LLC

Amendment No. 1 to Registration Statement on Form S-1

July 5, 2011

Page 2

the uncertainty of the timing of the offering, the Company and the underwriters have not yet
finally agreed to a price range for the offering.

    Sincerely,

    /s/ Kenneth Clark

    Kenneth Clark

    Chief Financial Officer

SCHEDULE
A

A-1

    UNAUDITED PRO
    FORMA CONDENSED CONSOLIDATED

    FINANCIAL STATEMENTS

    The following unaudited pro forma condensed consolidated
    financial statements, which consist of unaudited pro forma
    condensed consolidated statements of operations for the fiscal
    year ended December 24, 2010 and the three months ended
    March 25, 2011, give effect to:

        •

    the redemption of our Class A units and the resulting
    incurrence of the indebtedness necessary to finance such
    redemption, together with the resulting elimination of dividends
    on those units during the fiscal year ended December 24,
    2010;

        •

    our conversion to a subchapter C corporation prior to the
    effectiveness of this registration statement in connection with
    the reorganization transaction described elsewhere in this
    prospectus;

        •

    the sale of 4.7 million shares of our common stock in this
    offering at an assumed initial public offering price of $15 per
    share, the midpoint of the range set forth on the cover page of
    this prospectus, and our receipt of $63.0 million in net
    proceeds, after deducting the underwriting discount and
    estimated expenses of the offering;

        •

    the use of the net proceeds from this offering to
    (1) redeem or repurchase all of our outstanding senior
    subordinated notes due 2014 and to pay any accrued but unpaid
    interest thereon and other related fees, including the call
    premium associated with such redemption or repurchase; and
    (2) repay all of our loans outstanding under our existing
    senior secured credit facilities and any accrued but unpaid
    interest thereon and other related fees; and

        •

    our incurrence of $38.3 million of borrowings under our new
    senior secured credit facilities

    as if all of those transactions had occurred on
    December 26, 2009.

    The unaudited pro forma condensed consolidated financial
    statements set out below should be read in conjunction with the
    sections of this prospectus entitled “Use of
    Proceeds,” “Management’s Discussion and Analysis
    of Financial Condition and Results of Operations,” our
    audited financial statements and the corresponding notes as of
    and for the year ended December 24, 2010 and our unaudited
    financial statements and the corresponding notes as of and for
    the three months ended March 25, 2011, included elsewhere
    in this prospectus.

    The unaudited pro forma condensed consolidated financial
    statements set out below have been derived from our historical
    financial statements included elsewhere in this prospectus. The
    unaudited pro forma condensed consolidated financial statements
    appearing below are based upon a number of assumptions and
    estimates and are subject to uncertainties, and do not purport
    to be indicative of the actual results of operations or
    financial condition that would have occurred had the
    transactions described above in fact occurred on the dates
    indicated, nor do they purport to be indicative of future
    results of operations or financial condition that we may achieve
    in the future. The assumptions and estimates used and pro forma
    adjustments derived from such assumptions are based on currently
    available information, and we believe such assumptions are
    reasonable under the circumstances.

    The unaudited pro forma condensed consolidated statements of
    operations do not adjust for the following:

        •

    the write off of $3.8 million in deferred financing costs
    in connection with the repayment of our outstanding indebtedness
    in connection with this offering;

        •

    the issuance of additional Class C units prior to the
    consummation of this offering (and the conversion of those units
    in connection with the reorganization transaction into
    approximately 1% of our outstanding common stock upon
    consummation of this offering) and the compensation expense
    associated with the portion of these equity awards that will
    vest upon completion of this offering, which we estimate will be
    approximately $      million;

        •

    the redemption premium associated with the repayment of our
    outstanding senior subordinated notes of approximately
    $0.8 million; and

        •

    the operating expenses that we will incur as a result of our
    becoming a public reporting company upon consummation of this
    offering, which we estimate to be approximately
    $1.4 million per year.

    A-2

    CHEFS’
    WAREHOUSE HOLDINGS, LLC

    UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF
    OPERATIONS

    FOR THE FISCAL YEAR ENDED DECEMBER 24,
    2010

    CHEFS’

    PRO FORMA FOR

    COMMON STOCK

    WAREHOUSE

    OCTOBER 2010

    OCTOBER 2010

    OFFERING AND

    HOLDINGS, LLC

    RECAPITALIZATION

    RECAPITALIZATION

    REORGANIZATION

    HISTORICAL

    TRANSACTION

    TRANSACTION

    TRANSACTION

    PRO FORMA

    (In thousands, except per unit data)

    Net Revenues

    $

    330,118

    $

    —

    $

    330,118

    $

           —

    $

    330,118

    Cost of sales

    244,340

    —

    244,340

    —

    244,340

    Gross profit

    85,778

    —

    85,778

    —

    85,778

    Operating expenses

    64,206

    388

    (a)

    64,594

    (963

    )(f)

    63,631

    Operating profit

    21,572

    (388

    )(a)

    21,184

    963

    (f)

    22,147

    Interest expense

    4,041

    8,475

    (b)

    12,516

    (11,119

    )(g)

    1,397

    (Gain)/loss on fluctuation of interest rate swap

    (910

    )

    —

    (910

    )

    —

    (910

    )

    Income before income taxes

    18,441

    (8,863

    )

    9,578

    12,082

    21,660

    Provision for income taxes

    2,567

    1,168

    (c)

    3,735

    4,712

    (h)

    8,447

    Net Income

    $

    15,874

    $

    (10,031

    )

    $

    5,843

    $

    7,370

    $

    13,213

    Deemed dividend accretion on Class A members’ units

    (4,123

    )

    4,123

    (d)

    —

    —

    —

    Deemed dividend paid to Class A members’ units

    (22,429

    )

    22,429

    (d)

    —

    —

    —

    Net income attributable to members’ units/ common
    stockholders

    $

    (10,678

    )

    $

    16,521

    $

    5,843

    $

    7,370

    $

    13,213

    Net income per members’ unit/share of common stock

    Basic

    $

    (0.15

    )

    $

    0.11

    $

    0.66

    Diluted

    $

    (0.15

    )

    $

    0.11

    (e)

    $

    0.64

    Weighted average members’ units/common shares outstanding

    Basic

    72,494

    (20,535

    )

    51,959

    (32,003

    )(i)

    19,956

    Diluted

    72,494

    (18,084

    )

    54,410

    (e)

    (33,733

    )(j)

    20,677

    A-3

    CHEFS’
    WAREHOUSE HOLDINGS, LLC

    UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF
    OPERATIONS

    FOR THE THREE MONTHS ENDED MARCH 25,
    2011

    COMMON STOCK

    CHEFS’ WAREHOUSE

    OFFERING AND

    HOLDINGS, LLC

    REORGANIZATION

    HISTORICAL

    TRANSACTION

    PRO FORMA

    (In thousands, except per unit data)

    Net Revenues

    $

    83,183

    —

    $

    83,183

    Cost of sales

    61,148

    —

    61,148

    Gross profit

    22,035

    —

    22,035

    Operating expenses

    16,976

    (191

    )(f)

    16,785

    Operating profit

    5,059

    191

    (f)

    5,250

    Interest expense

    3,450

    (2,826

    )(k)

    624

    (Gain)/loss on fluctuation of interest rate swap

    (81

    )

    —

    (81

    )

    Loss on asset disposal

    3

    —

    3

    Income before income taxes

    1,687

    3,017

    4,704

    Provision for income taxes

    667

    1,168

    (l)

    1,835

    Net Income

    $

    1,020

    1,849

    2,870

    Net income attributable to members’ units/ common
    stockholders

    $

    1,020

    $

    1,849

    $

    2,869

    Net income per members’ unit/share of common stock

    Basic

    $

    0.02

    $

    0.14

    Diluted

    $

    0.02

    $

    0.14

    Weighted average members’ units/common shares outstanding

    Basic

    52,526

    (32,403

    )(m)

    20,123

    Diluted

    54,375

    (33,708

    )(n)

    20,667

    A-4

    CHEFS’
    WAREHOUSE HOLDINGS, LLC

    NOTES TO THE
    UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS

    (IN THOUSANDS,
    EXCEPT PER UNIT DATA)

        (a)

        This adjustment reflects the removal of $262 for a management
    fee paid to BGCP/DL, LLC in fiscal 2010, net of $608 of
    additional amortization of deferred financing costs and $42 of
    administrative agent fees incurred in connection with the
    management of the debt structure associated with the redemption
    of the Class A units.

        (b)

        This adjustment reflects $593 of additional original issue
    discount amortization fees and $7,882 of additional interest
    expense, in each case related to the borrowings used to finance
    the redemption of our Class A units.

        (c)

        This adjustment reflects additional tax provision expense as a
    result of our electing to be taxed as a subchapter C corporation
    as of December 26, 2009 at a full year assumed effective
    tax rate of 39%.

        (d)

        These adjustments reflect the elimination of the impact of the
    accretion of the dividend on the Class A units during
    fiscal 2010 and the elimination of the deemed dividend
    associated with the redemption of the Class A units.

        (e)

        This adjustment reflects the exclusion of 25,000 Class A
    members units and the inclusion of the weighted average dilutive
    impact of 2,451 shares of Class C units, which had
    been excluded from the calculation of Chefs’ Warehouse
    Holdings, LLC Historical net (loss) income per members’
    unit because of the net loss attributable to members’ units
    for the fiscal year ended December 24, 2010 as a result of
    the dividend accretion and deemed dividend associated with the
    Class A units.

        (f)

        This adjustment for the full year ended December 24, 2010
    reflects the removal of $921 of amortization of deferred
    financing costs and $42 of administrative agent fees incurred in
    the management of the debt structure associated with the
    redemption of Class A units. For the three months ended
    March 25, 2011 this adjustment reflects the removal of $191
    of amortization of deferred financing costs.

        (g)

        This adjustment reflects the removal of $716 of original issue
    discount amortization fees and $10,403 of interest expense as a
    result of using the net proceeds from this offering to redeem or
    repurchase our outstanding senior subordinated notes and repay
    all of our loans outstanding under our existing senior secured
    credit facilities, net of $1,397 of interest expense incurred in
    connection with the $38.3 million of borrowings under our
    new senior secured credit facilities at an assumed interest rate
    of 4.25% for borrowings under the new term loan facility and
    2.5% under the new revolving loan facility.

        (h)

        This adjustment reflects the application of the adjustment
    described in footnote (c) above to higher levels of net
    income.

        (i)

        This adjustment reflects the 32,003 share reduction in our
    weighted average basic shares of common stock outstanding
    resulting from the reorganization transaction in which the
    50,000 Class B units and 1,959 vested Class C units
    were converted into 14,713 and 576 shares of our common stock,
    respectively, and the addition of the 4,667 shares of our
    common stock we are selling in this offering.

        (j)

        This adjustment reflects the 38,375 share reduction in our
    weighted average diluted shares of common stock outstanding
    resulting from the reorganization transaction in which the
    50,000 Class B units, 1,959 vested Class C units and
    2,452 unvested Class C units were converted into 14,713,
    576 and 721 shares of our common stock, respectively, and the
    addition of the 4,667 shares of our common stock we are
    selling in this offering.

        (k)

        This adjustment reflects the removal of $182 of original issue
    discount amortization fees and $2,644 of interest expense as a
    result of using the net proceeds of this offering to redeem or
    repurchase our outstanding senior subordinated notes and repay
    all of our loans outstanding under our existing senior secured
    credit facilities, net of $369 of interest expense incurred in
    connection with the $38.3 million of borrowings under our
    new senior secured credit facilities at an assumed interest rate
    of 4.25% for borrowings under the new term loan facility and
    2.5% for borrowings under the new revolving loan facility.

        (l)

        This adjustment reflects the additional tax provision expense
    resulting from the increase in net income.

        (m)

        This adjustment reflects the 32,403 share reduction in our
    weighted average basic shares of common stock outstanding
    resulting from the reorganization transaction in which 50,000
    Class B units and 2,526 vested Class C units were converted
    into 14,713 and 743 shares of our common stock, respectively,
    and the addition of the 4,667 shares of our common stock we are
    selling in this offering.

        (n)

        This adjustment reflects the 33,708 share reduction in our
    weighted average basic shares of common