SecProbe.io

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 September 15, 2025

James Leddy
Chief Financial Officer
The Chefs Warehouse, Inc.
100 East Ridge Road
Ridgefield, Connecticut 06877

 Re: The Chefs Warehouse, Inc.
 Form 10-K for Fiscal Year Ended December 27, 2024
 File No. 001-35249
Dear James Leddy:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 The Chefs’ Warehouse, Inc.

 100 East Ridge Road

 Ridgefield, Connecticut 06877

 VIA EDGAR

 September 4, 2025

 Abe Friedman

 Lyn Shenk

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, NE

 Washington, DC 20549-0405

 Re: The Chefs’ Warehouse, Inc.

 Form 10-K for the Fiscal Year Ended December
27, 2024

 Filed February 25, 2025

 File No. 001-35249

 Dear Mr. Friedman and Mr. Shenk:

 On behalf of The Chefs’ Warehouse Inc. (the “Company”)
and in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
to the Company’s Form 10-K for the Fiscal Year Ended December 27, 2024 filed with the Commission on February 25, 2025 (the “Form
10-K”) contained in your letter dated August 26, 2025 (the “Comment Letter”), I am submitting this letter containing
responses to the Comment Letter.

 The responses set forth in this letter are numbered to correspond
to the numbered comments in the Staff’s letter. For your convenience, we have set out the text of the comments from the Comment
Letter in bold, followed by the related response.

 Form 10-K for Fiscal Year Ended December 27, 2024

 Item 7. Management’s Discussion and Analysis

 Results of Operations

 Fiscal Year Ended December 27, 2024 Compared to Fiscal Year Ended
December 29, 2023

 Net Sales, page 37

 1. We note your disclosure quantifying percentage changes in metrics, such as “ organic
case count increased approximately 4.6% in our specialty category ” and “ specialty
unique customers and placements increased 6.6% and 11.6%. ” Providing these percentages
without the underlying metrics does not provide sufficient context as to the significance of these factors on changes in your results.
Please revise to quantify, in absolute dollars, the impact of factors to which changes are attributed.

 1

 In response to the Staff’s comment, in future filings, the Company
will expand its disclosure to quantify, in absolute dollars, the impact of the factors to which the change in net sales are attributed
in future filings for inflation and volume metrics (case count and pounds). Additionally, the Company will expand its disclosure of performance
indicators to include case count, pounds, unique customers and placements. While we believe the changes in unique customers and placements
are important measures that provide greater context to our results and to the performance of our business, an absolute dollar value impact
of these factors is not readily calculable. Specifically, in future filings, the Company would revise the disclosures of the 2024 Form
10-K to read as follows (new language underlined and in bold). For ease of review, the revisions related to comment #2 below are also
included.

 Performance Indicators

 In assessing the performance of our business, our management team
considers a variety of performance and financial measures. The key measures used by our management are discussed below.

 · Net sales growth. Our net sales growth is driven principally by changes in volume and, to a lesser degree, changes in
price related to the impact of inflation in commodity prices and product mix. In particular, product cost inflation and deflation impact
our results of operations and, depending on the amount of inflation or deflation, such impact may be material. For example, inflation
may increase the dollar value of our sales, and deflation may cause the dollar value of our sales to fall despite our unit sales remaining
constant or growing.

 · Gross profit and gross profit margin . Our gross profit and gross profit as a percentage of net sales, or gross
profit margin, are driven principally by changes in volume and fluctuations in food and commodity prices and our ability to pass on any
price increases to our customers in an inflationary environment and maintain or increase gross profit margin when our costs decline.

 Inflation. The majority of our pricing is
set at the time of order and we typically pass cost increases or decreases to our customers. Our ability to fully pass along cost changes
and the timing of those changes can cause fluctuations in our gross profit margin. Also, some of our pricing to customers is based on
a cost-plus methodology, which impacts gross profit margins in periods of cost inflation or deflation.

 Product Mix . Our gross profit margin
is also a function of the product mix of our net sales in any period. Given our wide selection of product categories, as well as the continuous
introduction of new products, we can experience shifts in product sales mix that have an impact on net sales and gross profit margins.
Product mix is most significantly impacted by the introduction of new product categories in markets that we have more recently entered
and from acquisitions, as well as the continued growth in item penetration on higher velocity items such as dairy products.

 · Volume Measurements. In assessing our results, we utilize both total and organic growth, which excludes growth from an acquired
business until it has been reflected in our results of operations for at least 12 months. We use case count as the volume measurement
in our specialty product category and pounds sold as the volume measurement in our center-of-the-plate category.

 2

 Case count. Case count represents the volume
of specialty products sold to customers during a given time period. Case growth is calculated by dividing the change in case volumes sold
by the number of cases sold in the prior period. We define a case as the lowest level of packaged products as received from our suppliers,
with one case containing several individually packaged units of the same product. Where individual packaged units are sold separately,
case volume is calculated using the case equivalent quantity sold.

 Pounds sold. Pounds represent the volume
of center-of-the-plate products sold to customers during a given time period. Pounds growth is calculated by dividing the change in pound
volumes sold by the number of pounds sold in the prior period.

 · Other Performance Indicators. While case count is used for the volume measurement in the specialty category, we also disclose
changes in specialty unique customers and specialty placements to provide additional context to our results and to the performance of
our business. We define unique customers as the number of customers who purchase product in a given week. Each customer, regardless of
the number of deliveries made during the week, is counted only once. Placements is the sum of the unique stock-keeping units ( “ SKUs ” )
sold per customer, also in a given week. Our customer count and placements measures are subject to adjustments for acquisitions, consolidations,
spin-offs, and other market activity, and we present these measures for historical periods reflecting these adjustments.

 Net Sales

 2024
 2023
 $ Change
 % Change

 Net sales
 $ 3,794,212
 $ 3,433,763
 $ 360,449
 10.5 %

 Organic growth contributed $258.9 million, or 7.5%, to sales
growth and the remaining growth of $101.6 million, or 3.0%, resulted from prior year acquisitions. Organic case count increased approximately 4.6%,
in our specialty category, representing an increase in net sales of $95.3 million . In addition, specialty unique customers
and placements increased 6.6% and 11.6%, respectively, compared to the prior year. Organic pounds sold in our center-of-the-plate
category increased 3.3% compared to the prior year, representing an increase in net sales of $45.0 million . Estimated
inflation increased sales by $72.2 million , or 3.5%, in our specialty category and by $40.8 million ,
or 3.0%, in our center-of-the-plate category compared to fiscal 2023.

 Gross Profit

 2024
 2023
 $ Change
 % Change

 Gross profit
 $ 914,147
 $ 814,474
 $ 99,673
 12.2 %

 Gross profit margin
 24.1 %
 23.7 %

 Gross profit dollars increased $86.8 million as
a result of sales growth, with the remainder of the increase due to improved gross profit margin rates . Gross profit
margin increased approximately 37 basis points due to sales growth combined with improved pricing methods and inventory management, as
well as changes in volume mix between specialty and center-of-the-plate category sales. Gross profit margins increased 32 basis
points in the Company’s specialty category, or $7.4 million , and increased 12 basis points in the Company’s
center-of-the-plate category, or $1.8 million , compared to the prior year.

 3

 Gross Profit, page 38

 2. You disclose “ gross profit dollars increased
primarily as a result of sales growth and price inflation. ” Please revise to quantify
the impact of these factors to your cost of sales and gross profit. Further, please expand your disclosure to discuss the extent to which
inflationary costs are passed on to your customers. Refer to Item 303 of Regulation S-K and Section III.B of Release No. 33-8350 for guidance.

 In response to the Staff’s comment, in future filings, the Company
will quantify the impact of sales growth and gross margin percentage in its discussion of gross profit, as well as expand its disclosure
to incorporate the extent to which inflationary costs are passed on to customers. Please refer to the response to comment #1 which reflects
the revisions we would make to future filings in response to comment #2.

 Notes to Consolidated Financial Statements

 Note 13 - Segment Information, page 71

 3. Please tell us your consideration of providing a reconciliation of your measure of profit or loss
to your consolidated income before income taxes. Refer to ASC 280-10- 50-30(b).

 In response to the Staff’s comment, in future filings, the Company
will expand its disclosure to reference the consolidated statements of operations and comprehensive income for the reconciliation to consolidated
income before income taxes. Specifically, in future filings, the Company would revise the disclosures in the table in Note 13 –
Segment Information to the Consolidated Financial Statements in the Notes to Consolidated Financial Statements in the 2024 Form 10-K to
read as follows (new language underlined and in bold). For ease of review, the revisions related to comment #4 below are also included.

 The following table presents information about the Company’s
foodservice distribution segment:

 Fiscal Years Ended

 December 27, 2024
 December 29, 2023
 December 30, 2022

 Net sales (1) :

 United States
 $ 3,454,355
 $ 3,150,871
 $ 2,535,671

 International
 339,857
 282,892
 77,728

 Total net sales
 $ 3,794,212
 $ 3,433,763
 $ 2,613,399

 Less:

 Cost of sales - non-production costs (2)
 2,805,332
 2,550,995
 1,954,578

 Cost of sales - food processing costs (3)(4)
 74,733
 68,294
 40,185

 Cost of sales
 2,880,065
 2,619,289
 1,994,763

 Gross profit
 $ 914,147
 $ 814,474
 $ 618,636

 (1) The Company’s revenue is disaggregated by geographic area based on sales office location.

 4

 (2) Non-production costs represent the net purchase price paid for products sold, plus the cost of transportation necessary to bring the
product to the Company’s distribution facilities. Non-production costs include purchase incentives and product purchase credits
from certain vendors.

 (3) Food processing costs include but are not limited to, direct labor and benefits, applicable overhead and depreciation of equipment
and facilities used in food processing activities.

 (3) Food processing costs included $1,240, $1,466 and $1,598 of depreciation expense for the fiscal years ended December 27, 2024,
December 29, 2023 and December 30, 2022, respectively.

 Refer to the consolidated statements of operations and comprehensive
income for the reconciliation of consolidated gross profit, which is the Company’s segment measure of profit or loss, to consolidated
income before income taxes.

 4. Please tell us your consideration of disclosing revenue attributed to your country of domicile,
the United States, separately from all other countries. Refer to ASC 280-10- 50-41(a).

 In response to the Staff’s comment, in future filings, the Company
will expand its disclosure to include net sales attributed to the United States in the segment note. Additionally, the Company considers
revenues from external customers attributed to an individual foreign country to be material when those revenues exceed 10% of consolidated
revenue. The Company advises that no country outside of the United States had revenue greater than 10% of consolidated revenue for fiscal
2024, 2023 and 2022. If revenues from external customers attributed to an individual foreign country exceed 10% of consolidated revenue
in future periods, the Company will disclose those revenues. Please refer to the response to comment #3 above which reflects the revisions
we would make to future filings in response to comment #4.

 If you have any questions or require additional information with respect
to the above, please do not hesitate to contact me at (203) 894-1345 or tmccauley@chefswarehouse.com.

 Very truly yours,
 /s/ Tim McCauley
 Tim McCauley
 Chief Accounting Officer

 cc:	James Leddy, Chief Financial Officer

 Alexandros Aldous, General Counsel, Corporate Secretary &
Chief Government Relations Officer

 5

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<TEXT>
 August 26, 2025

James Leddy
Chief Financial Officer
The Chefs Warehouse, Inc.
100 East Ridge Road
Ridgefield, Connecticut 06877

 Re: The Chefs Warehouse, Inc.
 Form 10-K for Fiscal Year Ended December 27, 2024
 File No. 001-35249
Dear James Leddy:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 27, 2024
Item 7. Management's Discussion and Analysis
Results of Operations
Fiscal Year Ended December 27, 2024 Compared to Fiscal Year Ended December 29,
2023
Net Sales, page 37

1. We note your disclosure quantifying percentage changes in metrics, such
as "organic
 case count increased approximately 4.6% in our specialty category" and
"specialty
 unique customers and placements increased 6.6% and 11.6%." Providing
these
 percentages without the underlying metrics does not provide sufficient
context as to
 the significance of these factors on changes in your results. Please
revise to quantify,
 in absolute dollars, the impact of factors to which changes are
attributed.
Gross Profit, page 38

2. You disclose "gross profit dollars increased primarily as a result of
sales growth and
 price inflation." Please revise to quantify the impact of these factors
to your cost of
 sales and gross profit. Further, please expand your disclosure to
discuss the extent to
 which inflationary costs are passed on to your customers. Refer to Item
303 of
 Regulation S-K and Section III.B of Release No. 33-8350 for guidance.
 August 26, 2025
Page 2

Notes to Consolidated Financial Statements
Note 13 - Segment Information, page 71

3. Please tell us your consideration of providing a reconciliation of your
measure of
 profit or loss to your consolidated income before income taxes. Refer to
ASC 280-10-
 50-30(b).
4. Please tell us your consideration of disclosing revenue attributed to
your country of
 domicile, the United States, separately from all other countries. Refer
to ASC 280-10-
 50-41(a).
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Abe Friedman at 202-551-8298 or Lyn Shenk at 202-551-3380
if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
September 19, 2022
James Leddy
Chief Financial Officer
Chefs' Warehouse, Inc.
100 East Ridge Road
Ridgefield CT 06877
Re:Chefs' Warehouse, Inc.
Form 10-K for the fiscal year ended December 24 , 2021
File No. 001-35249
Dear Mr. Leddy:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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The Chefs’ Warehouse, Inc.

100 East Ridge Road

Ridgefield, Connecticut 06877

    By EDGAR
    September 7, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Consumer Products

100 F Street, NE

Washington, DC 20549-0405

Re: The Chefs’ Warehouse, Inc.

Form 10-K for the Fiscal Year Ended December 24,
2021

Filed February 22, 2022

File No. 1-35249

Dear Mr. Kuhn and Mr. Jones:

On behalf of The Chefs’ Warehouse Inc. (the “Company”)
and in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
to the Company’s Form 10-K for the Fiscal Year Ended December 24, 2021 filed with the Commission on February 22, 2022 (the “Form
10-K”) contained in your letter dated August 26, 2022 (the “Comment Letter”), I am submitting this letter containing
responses to the Comment Letter.

The responses set forth in this letter are numbered to correspond
to the numbered comments in the Staff’s letter. For your convenience, we have set out the text of the comments from the Comment
Letter in bold, followed by the related response.

Form 10-Q for the Interim Period Ended June 24, 2022

Management’s Discussion and Analysis of Financial Condition and Results
of Operations

Results of Operations, page 18

 1. In your analysis of “gross profit” for each period presented, you state sales growth is
a factor for gross profit increases. Please explain to us and disclose the extent of this effect. Since presumably cost of sales also
increase with sales increases, discuss the relative impact of each on your gross profit margins. Also, please explain to us and disclose
the reasons why gross profit margins changed in the periods presented. If product mix contributes to gross profit margin changes, discuss
the extent and the products that are the primary contributors and why (e.g., “product A provides more/less margin because ...”).
If inflation has affected your costs and margins, explain the relative effect of each. Refer to Item 303 of Regulation S-K and Section
III.B.4 of Release No. 33-8350 for guidance.

In response to the Staff’s comment the Company will expand its disclosure
of the factors impacting gross profit in future filings. The following is an example of the future disclosure related to gross profit:

Gross profit dollars increased primarily as a result of increased sales
volumes and price inflation. Gross profit margin increased approximately 140 basis points. Gross profit margins decreased 70 basis points
in the Company’s specialty category and increased 230 basis points in the Company’s center-of-the-plate category. Estimated
inflation was 16.4% in the Company’s specialty category and 10.9% in the center-of-the-plate category compared to the prior year
quarter. Higher inflation compressed margin rates in the specialty categories, while margin rates in the center-of-the-plate category
were buoyed by the reopening of favorable margin markets in the 2022 period.

Liquidity and Capital Resources

Cash Flows, page 21

 2. Your analysis of changes in operating cash flows references net results, noncash charges and working
capital. Note that references to these items may not provide a sufficient basis to understand how operating cash actually was affected
between periods. Your analysis should discuss factors that actually affected operating cash and reasons underlying these factors. In connection
with this, discuss more fully what the cash used for working capital growth primarily driven by the Company’s reinvestment in working
capital to support sales growth represents and the potential for this to be a continuing trend. Refer to the introductory paragraph of
section IV.B and paragraph B.1 of Release No. 33-8350 for guidance, and section 501.04 of the staff’s Codification of Financial
Reporting Releases regarding quantification of variance factors. Please revise your disclosure as appropriate.

In response to the Staff’s comment the Company will expand its disclosure
of the factors impacting operating cash flows in future filings. The following is an example of the future disclosure related to operating
cash flows:

Net cash provided by operations was $19.8 million for the
twenty-six weeks ended June 24, 2022, compared to net cash used in operating activities of $23.9 million for the twenty-six weeks ended
June 26, 2021. The increase in cash provided by operating activities is primarily due to the increased net income, net of non-cash charges,
in the current year of $55.4 million versus a loss of $0.1 million in the prior year period. This improvement in cash-based profitability
is primarily due to a 65% increase in sales compared to the prior year period. The sales growth also resulted in higher working capital
(increased accounts receivable and inventory partially offset by higher accounts payable). The working capital growth of $11.8 million
versus the prior year period partially offset the favorable impact of increased profitability. The Company’s increased working capital
investment in the current year is the result of rapid sales growth driven by the Company’s recovery from the pandemic. The Company
expects working capital growth to moderate in the future as sales growth normalizes.

Form 8-K Furnished July 27, 2022

Exhibit 99.1

Full Year 2022 Guidance, page 2

Please reconcile the guidance presented for the non-GAAP
measure “adjusted EBITDA” to the comparable GAAP measure. Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Question 102.10
of the staff’s “Non-GAAP Financial Measures” Compliance and Disclosure Interpretations.

In response to the Staff’s comment the Company will expand its disclosure
to include a table reconciling between Net Income guidance and Adjusted EBITDA guidance in the future. The Company had previously included
such a reconciliation when providing Adjusted EBITDA guidance. At the inception of the covid 19 pandemic, the Company stopped providing
such guidance. The reconciliation was inadvertently omitted when the Company resumed providing Adjusted EBITDA guidance. The following
is an example of the future disclosure the reconciliation of Net Income to Adjusted EBITDA:

    THE CHEFS’ WAREHOUSE, INC.

    Reconciliation of Adjusted EBITDA Guidance for Fiscal 2022

    (in millions)
       Low-End
       High-End

     Net Income
    $ 39.1
    $ 46.4

     Provision for income taxes
      14.5
      17.2

     Depreciation and amortization
      40.4
      40.4

     Interest expense
      18.7
      18.7

     EBITDA
      112.7
      122.7

     Adjustments:

     Stock compensation
      12.3
      12.3

     Other operating expenses
      5.3
      5.3

     Duplicate rent
      4.7
      4.7

     Adjusted EBITDA
    $ 135.0
    $ 145.0

United States securities and exchange commission logo
August 26, 2022
James Leddy
Chief Financial Officer
Chefs' Warehouse, Inc.
100 East Ridge Road
Ridgefield CT 06877
Re:Chefs' Warehouse, Inc.
Form 10-K for the fiscal year ended December 24 , 2021
Form 10-Q for the Interim Period Ended June 24, 2022
Form 8-K Furnished July 27, 2022
File No. 001-35249
Dear Mr. Leddy:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Interim Period Ended June 24, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 18
1.In your analysis of "gross profit" for each period presented, you state sales growth is a
factor for gross profit increases.  Please explain to us and disclose the extent of this
effect.  Since presumably cost of sales also increase with sales increases, discuss the
relative impact of each on your gross profit margins.  Also, please explain to us and
disclose the reasons why gross profit margins changed in the periods presented.  If product
mix contributes to gross profit margin changes, discuss the extent and the products that are
the primary contributors and why (e.g., "product A provides more/less margin because
...").  If inflation has affected your costs and margins, explain the relative effect of each.
Refer to Item 303 of Regulation S-K and Section III.B.4 of Release No. 33-8350 for
guidance.

 FirstName LastNameJames Leddy
 Comapany NameChefs' Warehouse, Inc.
 August 26, 2022 Page 2
 FirstName LastName
James Leddy
Chefs' Warehouse, Inc.
August 26, 2022
Page 2
Liquidity and Capital Resources
Cash Flows, page 21
2.Your analysis of changes in operating cash flows references net results, noncash charges
and working capital.  Note that references to these items may not provide a sufficient basis
to understand how operating cash actually was affected between periods.  Your analysis
should discuss factors that actually affected operating cash and reasons underlying these
factors.  In connection with this, discuss more fully what the cash used for working capital
growth primarily driven by the Company’s reinvestment in working capital to support
sales growth represents and the potential for this to be a continuing trend.  Refer to the
introductory paragraph of section IV.B and paragraph B.1 of Release No. 33-8350 for
guidance, and section 501.04 of the staff’s Codification of Financial Reporting Releases
regarding quantification of variance factors.  Please revise your disclosure as appropriate.
Form 8-K Furnished July 27, 2022
Exhibit 99.1
Full Year 2022 Guidance, page 2
3.Please reconcile the guidance presented for the non-GAAP measure "adjusted EBITDA"
to the comparable GAAP measure.  Refer to Item 10(e)(1)(i)(B) of Regulation S-K and
Question 102.10 of the staff's "Non-GAAP Financial Measures" Compliance and
Disclosure Interpretations.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Patrick Kuhn at (202) 551-3308 or Doug Jones at (202) 551-3309 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
October 29, 2020
Christopher Pappas
Chairman, President and Chief Executive Officer
The Chefs' Warehouse, Inc.
100 East Ridge Road
Ridgefield, Connecticut 06877
Re:The Chefs' Warehouse, Inc.
Form 10-K for the Fiscal Year Ended December 27, 2019
Filed February 24, 2020
File No. 001-35249
Dear Mr. Pappas:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Document

The Chefs’ Warehouse, Inc.

100 East Ridge Road

Ridgefield, Connecticut 06877

(203) 894-1345

By EDGAR

October 22, 2020

Mr. Edwin Kim and Mr. Rufus Decker

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Consumer Products

100 F Street, NE

Washington, DC 20549-0405

Re:        The Chefs’ Warehouse, Inc.

Form 10-K for the Fiscal Year Ended December 27, 2019

Filed February 24, 2020

File No. 1-35249

Dear Mr. Kim and Mr. Decker:

This letter is in response to the verbal comment from the SEC in our conference call on October 15, 2020 with respect to our response to Comment #2 (related to the treatment of the food processing costs) in our letter dated September 11, 2020 responding to the letter, dated September 1, 2020 (the “Comment Letter”), to The Chefs’ Warehouse, Inc. (hereinafter “Chefs Warehouse,” the “Company,” “we,” “us,” or “our”) from the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) commenting on our Form 10-K for the Fiscal Year Ended December 27, 2019.

Based on your request, we have evaluated the effects on our financial statements of reclassifying those food processing costs as cost of sales instead of selling, general and administrative expenses.

Quantitative Assessment

This reclassification, inclusive of the estimated depreciation of food processing equipment, would reduce the Company’s gross profit dollars by 4.6%, 4.6% and 4.1% for the fiscal years ended December 27, 2019, December 28, 2018 and December 29, 2017, respectively, and 6.3% and 8.0% for the twenty-six and thirteen weeks ended June 26, 2020, respectively.

The reclassification would reduce the Company’s gross profit percentage, which is historically is in the 25% range, by 1.16%, 1.16% and 1.04% for the fiscal years ended December 27, 2019, December 28, 2018 and December 29, 2017, respectively, and 1.52% and 1.89% for the twenty-six and thirteen week periods ended June 26, 2020, respectively.

The increase in the impact of the reclassification on the 2020 periods is primarily due to impacts of the COVID-19 pandemic (the “Pandemic”) on the Company and its customer base.  The Pandemic has significantly reduced our sales and shifted our sales mix to an increased volume of processed protein.  Additionally, valuation adjustments on our on-hand inventory due to sales downturn has reduced our overall gross profit dollars in the comparison.

Qualitative Assessment

In accordance with guidance from SAB No. 99, we have considered not only the quantitative effect of the reclassification but also whether the reclassification has other qualitative effects on the perception by the investment community or other readers of our financial statements.  Management has considered the qualitative factors included in SAB 99, in addition to the above referenced quantitative factors, and determined the following:

•The reclassification arose from items that are fairly precise measurements but there is a lack of specific guidance within generally accepted accounting principles as to what items should be included in cost of sales.

•The impact of the reclassification does not change the earnings trend and has no impact on the Company’s sales, operating income or net income.  The impact on gross margin would not cause a change in the gross margin trend and, after reflecting the change, our gross profit percentage will still be above our comparable competitors.

•The impact of the reclassification does not affect outcomes with respect to meeting quarterly or annual analyst expectations. Notably, the reclassification does not impact EBITDA, a performance measure that is significant to the Company’s investor and analyst community.

•The reclassification does not change the results from a profit to a loss or vice versa.

•The Company operates in only one Reporting Segment and in three reporting units (East Coast, Midwest and West Coast regions). As such, the reclassification does not impact a segment or other portion of the registrant's business that has been identified as playing a significant role in the registrant's operations or profitability.

•The reclassifications do not change the Company’s compliance with regulatory requirements.

•The reclassifications would not impact the Company’s compliance with its loan covenants or other contractual requirements.

•The reclassification does not affect senior management’s compensation as it had no impact on either sales or the profitability factors that impact management compensation.

•The reclassification did not conceal an unlawful transaction or represent an attempt to mislead investors.

Based on the above quantitative and qualitative factors, management believes the magnitude of these changes indicate that the identified errors are not material to any period presented and therefore do not require restatement of any of the Company’s consolidated historical financial statements.  The Company intends revise its presentation for all periods presented in its future filings starting with the third quarter of fiscal 2020.

***

If you have any questions or require additional information with respect to the above, please do not hesitate to contact me at (203) 894-1345 (Ext. 10222) or tmccauley@chefswarehouse.com or Alexandros Aldous at (203) 894-1345 (Ext. 10211) or aaldous@chefswarehouse.com.

Very truly yours,

/s/ Tim McCauley

Chief Accounting Officer

cc: Alexandros Aldous, General Counsel, Corporate Secretary & Chief Government Relations Officer, Richard B. Alsop, Shearman & Sterling LLP

CORRESP
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The Chefs’ Warehouse,
Inc.

100 East Ridge Road

Ridgefield, Connecticut 06877

(203) 894-1345

September 11, 2020

By EDGAR

Mr. Edwin Kim and Mr. Rufus Decker

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Consumer Products

100 F Street, NE

Washington, D.C. 20549-0405

    Re:
    The Chefs’ Warehouse, Inc.

    Form 10-K For Fiscal Year Ended December 27, 2019

    Filed February 24, 2020

    File No. 1-35249

Dear Mr. Kim and Mr. Decker:

On behalf of The Chefs’
Warehouse Inc. (the “Company”) and in response to the comments of the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) to the Company’s Form 10-K for the Fiscal Year Ended December 27,
2019 filed with the Commission on February 24, 2020 (the “Form 10-K”) contained in your letter dated September 1, 2020
(the “Comment Letter”), I am submitting this letter containing responses to the Comment Letter.

The responses set forth in
this letter are numbered to correspond to the numbered comments in the Staff’s letter. For your convenience, we have set
out the text of the comments from the Comment Letter in bold, followed by the related response.

Form 10-K for the Fiscal Year Ended December 27, 2019

Item 8. Consolidated Financial Statements and Supplementary Data

Consolidated Statements of Operations and Comprehensive Income, page
48

 1. Please present selling, general and administrative expenses
separately from other operating expenses. Also, tell us and disclose with quantification the material components of other operating
expenses for each period presented. Refer to Rules 5-03.3 and .4 of Regulation S-X.

The Company acknowledges that although its “Operating expenses”
line item is predominately comprised of selling, general and administrative (“SG&A”) expenses as described in Rule
5-03.4, there are certain expenses that more closely aligned with “Other operating costs and expenses” per Rule 5-03.3.
Such costs include gain/loss on asset disposal, third party deal costs and expenses related to the changes in the fair value of
the Company’s contingent earn-out liabilities. However, the Company has not historically disclosed these “Other operating
expenses” based on their materiality, as such costs represented less than 2% of the total “Operating expenses”
line item. In response to the Staff’s comment, in future filings the Company will revise its presentation of operating expenses
reported on its Consolidated Statements of Operations and Comprehensive Income to disclose these costs separately as follows:



    Fiscal Years Ended

    December 27, 2019
    December 28, 2018
    December 29, 2017

    Revenue
                       $1,591,834
                       $1,444,609
                       $1,301,520

    Cost of sales
                         1,185,481
                         1,077,562
                            972,142

    Gross profit
                            406,353
                            367,047
                            329,378

    Selling, general and administrative expenses
                            349,327
                            316,233
                            288,544

    Other operating expenses
                                 6,359
                                 2,225
                                   (283)

    Operating income
                               50,667
                               48,589
                               41,117

    Interest expense
                               18,264
                               20,745
                               22,709

    Income before taxes
                               32,403
                               27,844
                               18,408

    Provision for taxes
                                 8,210
                                 8,442
                                 4,042

    Net income
                               24,193
                               19,402
                               14,366

    Other comprehensive income (loss):

    Foreign currency translation adjustments
                                     173
                                    (672)
                                     637

    Comprehensive income
                            $24,366
                             $18,730
                            $15,003

The Company will modify its accounting policy footnotes to describe
the types of operating expenses. The following is an example of the future disclosure related to operating expense categories:

Selling, General and Administrative Expenses

Selling, general and administrative expenses include the costs
of facilities, product shipping and handling costs, warehouse costs, food processing costs, and other selling and general administrative
activities.

Other Operating Expenses

Other operating expenses includes operating expenses primarily
related to changes in the fair value of the Company’s earn-out liabilities, gains and losses on asset disposals, asset impairments
and certain third-party deal costs incurred in connection with business acquisitions or financing arrangements.

The table below presents a breakdown of “Other operating
expenses” for each of the periods presented in the Company’s Form 10-K. The amounts in the table (in thousands of dollars),
exclusive of the “Third-party deal costs”, are disclosed in various sections of the Company’s Consolidated Financial
Statements and Managements’ Discussion and Analysis of Financial Conditions and Results of Operations.

    Fiscal 2019
    Fiscal 2018
    Fiscal 2017

        Change in fair value of contingent

        earn-out liabilities

    5,879
    1,448
    (579)

    Third-party deal costs

    379
    608
    286

        Loss on asset disposal

    101
    169
    10

        Total other operating expenses

    6,359
    2,225
    (283)

Note 2 – Summary of Significant Accounting Policies

Cost of Sales

Operating Expenses, page 54

 2. Please tells us what food processing costs (both protein
and non-protein related) are incurred after receipt of product from your suppliers and explain in detail your basis in GAAP for
excluding these food processing costs from cost of sales and gross profit. Also, tell us the total amounts of food processing costs
for each period presented in your Form 10-K to the extent they differ from the protein only processing costs already disclosed.
Additionally, tell us the total amounts of food processing costs related to the thirteen and twenty-six week periods ended June
26, 2020. If labor and benefits, materials and supplies, depreciation of tools, equipment and assets used in processing, occupancy
costs related to processing facilities and quality control costs are not included in the food processing costs amounts provided,
please further explain why not and quantify each of the amounts excluded for each period presented. Refer to ASC 330-10-30.

Food Processing Costs
– Background and Basis in GAAP

The Company’s protein
processing costs represent the costs to cut and package protein products, primarily beef products, for sale to the Company’s
customer base and are disclosed within our Form 10-K.  Historically, the Company has not incurred food processing costs
for its non-protein products. However, as a result of the Company’s acquisition of Sid Wainer & Son on January 27, 2020,
the Company has incurred non-protein processing costs, which represent the costs to cut and package produce products for sale to
certain customers, starting in fiscal 2020. The Company believes these costs to date are immaterial to the users of the financial
statements.

In response to the Staff’s
comment, the Company considered the guidance in ASC 330-10-30 which states “as applied to inventories, cost means in principle
the sum of the applicable expenditures and charges directly or indirectly incurred in bringing an article to its existing condition
and location. It is understood to mean acquisition and production cost, and its determination involves many considerations.”
GAAP requires management to exercise judgement based on a reporting entity’s facts and circumstances in determining what
is allocated to cost of sales versus operating expenses as there is no specific guidance that points to classification.

The majority
of the Company’s products are sold “box-in, box-out”, which require no additional processing. However, approximately
13% of consolidated sales are further processed whereby cases of boxed meat, which are saleable finished goods, are processed into
individual cuts and repackaged for shipment based on customer specific orders. This processing is done for our core customer
base of independent restaurants and fine dining establishments, as well as for our direct-to-consumer customers. The costs associated
with processing for our core customers are normally incurred immediately prior to shipment and represent a de minimis portion of
the value of pre-cut inventory held on hand at any point in time. For our direct-to-consumer business we pre-cut product, inventory
that cut product and utilize specialized packaging. Processing costs
related to our direct-to-consumer, pre-cut products held at period end are capitalized into inventory.

The Company recognizes the
expense for all processing costs, whether incurred immediately prior to shipment for our core customers or pre-cut for the Company’s
direct-to-consumer business within SG&A expenses. The Company believes recognition of these costs as a component of SG&A
expense is appropriate because the vast majority of its processing activities reflect handling costs for our core customers under
ASC 606-10-25-18A, as they are incurred from the point the product is removed from finished goods inventory to the point the product
is shipped. In its summary of significant accounting policies footnote, the Company discloses that its shipping and handling costs
are costs to fulfill the Company’s performance obligations and presents all such costs in SG&A expense. The Company believes
this approach is appropriate as, essentially, one

saleable finished good is immediately converted into smaller portioned finished
goods as part of the packaging process. Direct-to-consumer sales represent less than 2% of the Company’s consolidated net
sales in each of the last three fiscal years and the Company estimates the value of direct-to-consumer protein processing costs
included in SG&A expenses to be less than $1.0 million per year in each of those years. The Company believes the processing
costs related to our direct-to-consumer inventory are immaterial for inclusion in cost of sales.

Components of Total Food
Processing Costs

The Company’s protein
processing costs include labor and benefits, materials and supplies, occupancy costs and quality control costs related to its processing
facilities. Depreciation of equipment and other assets used in protein processing activities is not included in protein processing
costs. Depreciation has been excluded as the Company’s position has been that these costs are immaterial and its systems
do not currently track depreciation expense at this level of granularity. In response to the Staff’s comment, the Company
performed an analysis to estimate the amount of depreciation expense that is related to equipment and other assets used in its
protein processing activities. Based on the analysis performed, depreciation expense related to the Company’s protein processing
activities was estimated to be approximately $1.0 million, $0.9 million and $0.5 million for fiscal 2019, 2018 and 2017, respectively,
and approximately $0.3 and $0.6 million for the thirteen and twenty-six weeks ended June 26, 2020. The Company believes these amounts
are immaterial and the costs of providing this level of granularity outweigh its benefits.

The following table presents
the components of total food processing costs (in thousands of dollars):

    Fiscal

 2019

    Fiscal

 2018

    Fiscal

 2017

    Q2

 2020

    YTD Q2

2020

    Protein processing costs
(as reported)
      17,530
      15,907
      13,058
      3,417
      7,929

    Depreciation excluded from protein processing costs
      968
      846
      534
      325
      610

    Non-protein processing costs including depreciation

      0
      0
      0
      57
      229

    Total food processing costs
      18,498
      16,753
      13,592
      3,799
      8,768

The Company acknowledges there is diversity in practice within
our industry in regards to both the presentation and the components of processing/production costs. Generally, most entities disclose
that costs of sales consists of amounts paid to vendors to acquire product and inbound freight. Some entities also include depreciation
expense of equipment and facilities used in food processing activities. Most of our industry peers appear to exclude direct labor
and other overhead related to food processing activities from cost of sales.

In response to the Staff’s comments, the Company will update
its determination of food processing costs such that it includes protein and non-protein processing costs inclusive of depreciation
expense related to equipment and other assets used in the Company’s food processing activities. The Company will revise its
disclosure in future annual filings as follows:

Food processing costs included in selling, general and administrative
expenses were $18,498, $16,753 and $13,592 for fiscal 2019, 2018 and 2017, respectively.
These costs

include but are not limited to direct labor and benefits, applicable overhead and depreciation of equipment and facilities
used in food processing activities.

***

If you have any questions or require additional information
with respect to the above, please do not hesitate to contact me at (203) 894-1345 (Ext. 10211) or aaldous@chefswarehouse.com or
Richard Alsop at (212) 848-7333 or richard.alsop@shearman.com.

Very truly yours,

/s/ Alexandros Aldous

General Counsel, Corporate Secretary & Chief Government
Relations Officer

 cc: Tim McCauley, Chief Accounting Officer

Richard B. Alsop, Shearman & Sterling
LLP

United States securities and exchange commission logo
September 1, 2020
Christopher Pappas
Chairman, President and Chief Executive Officer
The Chefs' Warehouse, Inc.
100 East Ridge Road
Ridgefield, Connecticut 06877
Re:The Chefs' Warehouse, Inc.
Form 10-K for the Fiscal Year Ended December 27, 2019
Filed February 24, 2020
File No. 001-35249
Dear Mr. Pappas:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 27, 2019
Item 8. Consolidated Financial Statements and Supplementary Data
Consolidated Statements of Operations and Comprehensive Income, page 48
1.Please present selling, general and administrative expenses separately from other
operating expenses.  Also, tell us and disclose with quantification the material components
of other operating expenses for each period presented.  Refer to Rules 5-03.3 and .4 of
Regulation S-X.
Note 2 – Summary of Significant Accounting Policies
Cost of Sales
Operating Expenses, page 53
2.Please tell us what food processing costs (both protein and non-protein related) are
incurred after receipt of product from your suppliers and explain in detail your basis in

 FirstName LastNameChristopher Pappas
 Comapany NameThe Chefs' Warehouse, Inc.
 September 1, 2020 Page 2
 FirstName LastName
Christopher Pappas
The Chefs' Warehouse, Inc.
September 1, 2020
Page 2
GAAP for excluding these food processing costs from cost of sales and gross profit.  Also,
tell us the total amounts of food processing costs for each period presented in your Form
10-K to the extent they differ from the protein only processing costs already disclosed.
Additionally, tell us the total amounts of food processing costs related to the thirteen and
twenty-six week periods ended June 26, 2020.  If labor and benefits, materials and
supplies, depreciation of tools, equipment and assets used in processing, occupancy costs
related to processing facilities and quality control costs are not included in the food
processing costs amounts provided, please further explain why not and quantify each of
the amounts excluded for each period presented.  Refer to ASC 330-10-30.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Stephen Kim at (202) 551-3291 or Rufus Decker at (202) 551-
3769 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alexandros Aldous

October 17, 2019
Christopher Pappas
Chairman, President and Chief Executive Officer
The Chefs' Warehouse, Inc.
100 East Ridge Road
Ridgefield, Connecticut 06877
Re:The Chefs' Warehouse, Inc.
Form 10-K For Fiscal Year Ended December 28, 2018
Filed March 1, 2019
File No. 1-35249
Dear Mr. Pappas:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alexandros Aldous

CORRESP
1
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The Chefs’ Warehouse, Inc.

100 East Ridge Road

Ridgefield, Connecticut 06877

(203) 894-1345

By EDGAR

October 11, 2019

Ms. Yolanda Guobadia and Mr. Jim Allegretto

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Consumer Products

100 F Street, NE

Washington, D.C. 20549-0405

    Re:
    The Chefs’ Warehouse, Inc.

    Form 10-K For Fiscal Year Ended December 28, 2018

    Filed March 1, 2019

    File No. 1-35249

Dear Ms. Guobadia and Mr. Allegretto:

The Chefs’ Warehouse, Inc. (the “Company”) is
responding to the comment letter of the Staff of the United States Securities and Exchange Commission (the “Staff”)
dated September 23, 2019 on the above referenced filing. For your convenience, we have reproduced the Staff’s comment in
bold immediately preceding the Company’s response and divided the various sections of the comment to address each part.

Form 10-K for Fiscal Year Ended December 28, 2018

Note 2-Summary of Significant Accounting Policies

Goodwill, page 56

 1. You indicate that “In the fourth quarter of 2018, the Company reevaluated its operating
segments to align with how the Company’s chief operating decision maker evaluates performance and allocates resources.
This analysis resulted in a change from two reporting units, Protein and Specialty, to three reporting units, East Coast, Midwest
and West Coast.” We interpret this disclosure to mean you changed your operating segments
from two to three segments and that your operating segments represent your reporting units. If our understanding is incorrect,
please clarify our understanding as to what you meant by this disclosure and define your operating segments.”

We advise the Staff that its understanding is
correct. During the fourth quarter of 2018, we changed our operating segments from two to three segments and these operating segments
represent our reporting units. We will modify our disclosure in future filings to clarify this change.

“On page 52, you disclose that you operate
in one reportable segment, food product distribution. If your current business consists of three operating segments, please address
in detail how you met the aggregation criteria in ASC 280-10-50-11 for your revised operating segments.”

Fiscal 2018 Reportable Segment Determination

The following discussion summarizes in detail how we
met the qualitative and quantitative aggregation criteria defined in ASC 280-10-50-11 for fiscal 2018.

Qualitative Aggregation Criteria

Nature of Products

We supply specialty food products that include the following
principal product categories: Center-of-the-Plate, Dry Goods, Pastry, Cheeses and Charcuterie, Dairy and Eggs, Oils and Vinegars
and Kitchen Supplies. Our three Regions supply all these product categories to our customers, who purchase our products to stock
their kitchens and to create the meals they ultimately provide to their customers. As such, consumer demand for individual products
relative to the others (e.g., pastry vs. cheeses) is generally consistent across our offerings.

Nature of Production Processes

The nature of our distribution operations are similarly
structured across all Regions and the Protein entities embedded in each Region include similar repack and meat cutting activities.
The overall nature of receiving food products, warehousing them, picking and packing them and distributing them are all the same.

Type of Customer

Our customers are similar across all Regions. We primarily
market and sell our food products directly to chefs and the establishments that employ them. These establishments include menu-driven
independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, cruise lines, casinos and
specialty food stores in the United States and Canada1.
Our sales methodology and the make-up of our sales force servicing these customers and chefs is consistent across all Regions in
that we rely on “high-touch,” sophisticated sales representatives visiting customers to drive our sales. We do not
sell exclusively to regional customers and we market and sell to multi-location restaurants located across the country in major
metropolitan areas. Our customers normally purchase from us via regularly recurring, high frequency, low value orders. The average
value of a customer delivery is less than $1,000.

As a result of the acquisition of Allen Brothers in
December 2013, we market certain center-of-the-plate products directly to consumers through a mail and e-commerce platform. Direct
sales to consumers comprise less than 2% of total sales.

Distribution Methods

With the exception of Allen Brothers’ direct-to-consumer
orders, which are delivered by UPS, all sales, whether received online, or by mobile, email, fax or phone, are fulfilled using
consistent distribution methods across all Regions. The warehouses have similar equipment, personnel, controls and processes and
primarily utilize our own truck fleets for deliveries.

1
Sales in Canada approximate $20 to $25 million annually, less than 2% of consolidated sales and are considered immaterial for separate
segment disclosure. We have three sites in Canada; Vancouver, Edmonton and Toronto, which are all included within our West Coast
Region and managed by our West Coast Regional leader. The Canadian sites are considered immaterial for separate disclosure on both
an individual and collective basis.

Nature of the Regulatory Environment

We are not a regulated industry similar to a banking,
insurance or public utility industry entity. All Regions follow guidelines and regulations related to the FDA, USDA, DOT, etc.,
which are similar2 for all Regions.

Quantitative Aggregation Criteria

Our operating segments consist of three geographic regions:
East Coast, Midwest and West Coast. Regional sales and gross profit ratios for fiscal years 2014 through 2018 and budgeted for
2019 are indicated below:

    Sales
    Gross Profit
    Gross Profit Ratio

    East Coast Region

    Fiscal 2014 Actual
    $ 408,605
    $ 105,668
      25.9 %

    Fiscal 2015 Actual
      438,839
      118,642
      27.0 %

    Fiscal 2016 Actual
      469,320
      122,041
      26.0 %

    Fiscal 2017 Actual
      523,535
      138,731
      26.5 %

    Fiscal 2018 Actual
      618,085
      162,599
      26.3 %

    Fiscal 2019 Budget
      671,763
      178,216
      26.5 %

    Midwest Region

    Fiscal 2014 Actual
    $ 227,666
    $ 47,735
      21.0 %

    Fiscal 2015 Actual
      223,675
      50,960
      22.8 %

    Fiscal 2016 Actual
      259,416
      63,047
      24.3 %

    Fiscal 2017 Actual
      300,392
      73,591
      24.5 %

    Fiscal 2018 Actual
      328,785
      81,816
      24.9 %

    Fiscal 2019 Budget
      374,122
      92,773
      24.8 %

    West Coast Region

    Fiscal 2014 Actual
    $ 196,438
    $ 51,755
      26.3 %

    Fiscal 2015 Actual
      384,364
      99,109
      25.8 %

    Fiscal 2016 Actual
      464,130
      116,129
      25.0 %

    Fiscal 2017 Actual
      477,592
      117,056
      24.5 %

    Fiscal 2018 Actual
      497,739
      122,632
      24.6 %

    Fiscal 2019 Budget
      544,115
      135,781
      25.0 %

    Consolidated

    Fiscal 2014 Actual
    $ 832,709
    $ 205,158
      24.6 %

    Fiscal 2015 Actual
      1,046,878
      268,711
      25.7 %

    Fiscal 2016 Actual
      1,192,866
      301,217
      25.3 %

    Fiscal 2017 Actual
      1,301,520
      329,378
      25.3 %

    Fiscal 2018 Actual
      1,444,609
      367,047
      25.4 %

    Fiscal 2019 Budget
      1,590,000
      406,770
      25.6 %

2
U.S. Federal regulations provide the overall framework for these guidelines but there are minor differences between states.

Our business model and the markets we serve in the United
States are consistent across our Regions. Our East Coast Region is our largest and most profitable because it is our most mature
market. Our New York operations started in 1985, followed by Washington D.C. in 1999. In 2005, we entered the Los Angeles, San
Francisco and Las Vegas markets and in 2010, we commenced a strategic effort to expand our footprint in each region. Accordingly,
the East Coast Region makes up a greater portion of our sales due to the number of years we have been in those markets, but we
believe each Region will have essentially the same future characteristics over time. With the exception of sales in Canada1,
all of our Regions are part of the same country (the United States) and, outside of weather-related items, are subject to the same
external factors. As a result of the acquisition of Allen Brothers in December 2013, we market certain center-of-the-plate products
directly to consumers through a mail and e-commerce platform. Direct sales to consumers comprise less than 2% of total sales.

Gross profit ratio represents the most appropriate measure
of our long-term financial performance, as other measures (e.g., Sales, Operating Profit %) are more directly tied to the current
maturity of the Region as opposed to its projected long-term performance. As our operations mature in a market, we are able to
increase our sales in terms of increased customers served and increased products purchased per customer. This maturation of our
markets and operations allows us to better leverage our fixed cost infrastructure, including our warehousing costs, our fleet utilization
and our back-office G&A costs, which drives improved Operating Profit % as our operations mature in a market.

The primary measure our Chief Operating Decision Maker
(“CODM”) utilizes in assessing how to allocate capital and other resources is actual and projected sales, which acts
as a proxy to gross profit dollars due to the consistency of our gross profit ratio across Regions. While the sales metric is utilized
in making capital and resource allocation decisions, we do not believe it represents the best metric to determine if operating
segments have similar economic characteristics. Rather, gross margin is a more relevant indicator of long-term performance for
the reasons discussed above.

The current difference in gross profit ratios between
our strongest Region (East Coast) and our weakest Region (Midwest/West) is 1.7%, 1.7%, 2.0% and 1.7% in fiscal 2019 (budget), 2018,
2017 and 2016, respectively, and represents less than a 10% difference in profitability compared to the strongest Region’s
gross profit ratio for fiscal 2016 through fiscal 2019 (budget). While the ratio between the strongest Region and the weakest Region’s
gross profit ratio was greater than 10% in fiscal 2014 and fiscal 2015, those years are less meaningful to the analysis due to
the significant changes via acquisition (e.g., Allen Brothers (Chicago – December 2013), Del Monte (California – April
2015), MT Food (Chicago - June 2016), and Fells Point (Baltimore - August 2017)) and the regional maturation that occurred since
that time (as evidenced by 2019 budgeted sales being 1.9x and 1.5x the sales of fiscal 2014 and 2015, respectively).

Aggregation Conclusion

Based on the similarity of the economic conditions of
our Regions and the consistent business model structures described above, we have determined that our three operating segments
(East Coast, Midwest and West Coast) aggregate into one reportable segment for fiscal 2018. We believe that disaggregated segment
data will not enhance the financial statement user’s understanding of the business as our operating segments are so similar
that they can be expected to have the same future prospects.

Change in Operating Segments

During fiscal 2018, we changed our determination of
operating segments from two operating segments (Specialty and Protein) to three operating segments (East Coast, Midwest, West Coast).
This change was driven by the continuing integration of our Specialty and Protein operations as we strive to provide “one
face” to our customers. The changes in fiscal 2018 that led to our determination of operating segments included: elimination
of the Executive Vice President of Protein position leading all Protein operations, establishment of a Regional leadership structure
managing both Specialty and Protein entities, and compensation structuring for those Regional leaders that was tied to performance
of all operations within those Regions, and culminated in the fourth quarter of fiscal 2018 with annual budget meetings with the
CODM structured by Region and a change in the monthly reporting provided to the CODM. These changes impacted how performance is
assessed and how resources are allocated by the CODM but did not change the economic similarity of our underlying operations.

“If the Protein and Specialty reporting units
comprised separate operating segments in prior years, please advise how those units met the aggregation criteria in ASC 280-10-50-11
in prior years.”

Fiscal 2017 Reportable Segment Determination

For fiscal 2017, we had two operating segments, Specialty
and Protein, that were aggregated into one Reportable Segment. The following discussion summarizes in detail how we met the qualitative
and quantitative aggregation criteria defined in ASC 280-10-50-11 for fiscal 2017.

Qualitative Aggregation Criteria

Nature of Products

We supplied specialty food products that included the
following principal product categories: Center-of-the-Plate, Dry Goods, Pastries and other Bakery Products, Cheeses, Dairy Products,
Oils and Vinegars and Kitchen Supplies. We supplied these product categories to our customers, who purchased our products to stock
their kitchens and to create the meals they ultimately provided to their customers. As such, consumer demand for individual products
relative to the others (e.g., pastry vs. cheeses) was generally consistent across our offerings.

Each operating segment, Specialty or Protein, was able
to sell the products sold by the other operating segments. While the vast majority of the sales from Protein based businesses were
center-of-the-plate (meat) products, the Protein entities had started to sell Specialty products ($6 million in fiscal 2017) and
the Specialty entities had always sold center-of-the-plate products. For fiscal 2017, Specialty entities sold approximately 25%
of all center-of-the-plate sales ($145 million).

Nature of Production Processes

The nature of the distribution operations were similarly
structured within both Specialty and Protein. Although the Protein operations did engage in repack and meat cutting activities,
the overall nature of receiving food products, warehousing them, picking and packing them and then distributing them were the same.

Type of Customer

Our customers were similar across both Specialty and
Protein operating segments. We primarily marketed and sold our food products directly to chefs and the establishments that employed
them. These establishments included menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers,
culinary schools, cruise lines, casinos and specialty food stores in the United States and Canada1. Our sales methodology
and the make-up of our sales force servicing these customers and chefs was consistent across both Specialty and Protein in that
we relied on “high-touch”, sophisticated sales representatives visiting customers to drive our sales. Our customers
normally purchased from us via regularly recurring, high frequency, low value orders. The average value of a customer delivery
was less than $1,000.

Within the Protein operating segment, there was an immaterial
direct-to-consumer business at Allen Brothers.

Distribution Methods

With the exception of Allen Brothers’ direct-to-consumer
orders, which were delivered by UPS, all sales, whether received online, or by mobile, email, fax or phone, were fulfilled using
consistent distribution methods across both Specialty and Protein. The warehouses had similar equipment, personnel, controls, pr

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The Chefs’ Warehouse, Inc.

100 East Ridge Road

Ridgefield, Connecticut 06877

(203) 894-1345

October
4, 2019

BY EDGAR

Ms. Yolanda Guobadia and Mr. Jim Allegretto

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Consumer Products

100 F Street, NE

Washington, D.C. 20549-0405

    RE:
    The Chefs’ Warehouse, Inc.

    Form 10-K For Fiscal Year Ended December 28, 2018

    Filed March 1, 2019

    File No. 1-35249

    Request for extension to respond to Staff Comment
Letter dated September 23, 2019

Dear Ms. Guobadia and Mr. Allegretto:

The Chefs’ Warehouse, Inc. (the “Company”) has
received a comment letter dated September 23, 2019 (the “Comment Letter”) from the staff of the Division of
Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission concerning the Company’s annual
report on Form 10-K for the fiscal year ended December 28, 2018, filed on March 1, 2019 (the “Form 10-K”).

As discussed with the Staff on October 3, 2019, this letter
confirms that the Staff has granted the Company’s request for an extension to on or before October 18, 2019, to respond to
the Comment Letter relating to the Company’s Form 10-K.

If you have any questions or require additional information
with respect to the above, please do not hesitate to contact me at (203) 894-1345 (Ext. 10211) or aaldous@chefswarehouse.com or
Richard Alsop at (212) 848-7333 or richard.alsop@shearman.com.

Very truly yours,

/s/ Alexandros Aldous

General Counsel, Corporate Secretary & Chief Government
Relations Officer

    cc:
    Tim McCauley, Chief Accounting Officer

    Richard B. Alsop, Shearman & Sterling LLP

September 23, 2019
Christopher Pappas
Chairman, President and Chief Executive Officer
The Chefs' Warehouse, Inc.
100 East Ridge Road
Ridgefield, Connecticut 06877
Re:The Chefs' Warehouse, Inc.
Form 10-K For Fiscal Year Ended December 28, 2018
Filed March 1, 2019
File No. 1-35249
Dear Mr. Pappas:
            We have reviewed your filing and have the following comment.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for Fiscal Year Ended December 28, 2018
Note 2-Summary of Significant Accounting Policies
Goodwill, page 56
1.You indicate that "In the fourth quarter of 2018, the Company reevaluated its operating
segments to align with how the Company's chief operating decision maker evaluates
performance and allocates resources.  This analysis resulted in a change from two
reporting units, Protein and Specialty, to three reporting units, East Coast, Midwest and
West Coast."   We interpret this disclosure to mean you changed your operating segments
from two to three segments and that your operating segments represent your reporting
units.  If our understanding is incorrect, please clarify our understanding as to what you
meant by this disclosure and define your operating segments. On page 52, you disclose
that you operate in one reportable segment, food product distribution.  If your current
business consists of three operating segments, please address in detail how you met the
aggregation criteria in ASC 280-10-50-11 for your revised operating segments.   If the

 FirstName LastNameChristopher Pappas
 Comapany NameThe Chefs' Warehouse, Inc.
 September 23, 2019 Page 2
 FirstName LastName
Christopher Pappas
The Chefs' Warehouse, Inc.
September 23, 2019
Page 2
Protein and Speciality reporting units comprised separate operating segments in prior
years, please advise how those units met the aggregation criteria in ASC 280-10-50-11 in
prior years.   In any event, please ensure your financial statements clearly disclose your
identified operating segments as distinguished from your reporting units and consider
discussing your results of operations on an operating segment basis, if appropriate.
Finally, please provide the history of your determination of operating and reportable
segments from the point you became a reporting company to the most recent annual
financial statements.  We may have further comment.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Yolanda Guobadia, Staff Accountant, at (202) 551-3562 or Jim
Allegretto, Senior Assistant Chief Accountant, at (202) 551-3849 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products
cc:       Alexandros Aldous

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The Chefs’ Warehouse, Inc.

100 East Ridge Road

Ridgefield, Connecticut 06877

(203) 894-1345

June 28, 2016

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0303

Attention: Mr. Daniel Porco

Re:

Request for Acceleration - The Chefs’ Warehouse, Inc.

Registration Statement on Form S-3, File No. 333-211827 (the “Registration Statement”)

Dear Mr. Porco:

On behalf of The Chefs’ Warehouse, Inc. (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933 (the “Securities Act”), as amended, I hereby request acceleration of the effective date of the Registration Statement to 9:00 a.m. Eastern Time on Thursday, June 30, 2016, or as soon thereafter as is practicable.

The Registrant hereby confirms that it is aware of its obligations under the Securities Act and the Securities Exchange Act of 1934, as amended, with respect to the registration of securities specified in the Registration Statement. Further, the Registrant acknowledges that in connection with the Registration Statement: (i) should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, please feel free to contact the undersigned at (203) 894-1345 (ext. 10211) or our outside counsel, Richard B. Alsop, by telephone at (212) 848-7333 or by e-mail at Richard.Alsop@shearman.com. Thank you for your cooperation and prompt attention to this matter.

Sincerely,

THE CHEFS’ WAREHOUSE, INC.

By:

/s/ Alexandros Aldous

Name:

Alexandros Aldous

Title:

General Counsel and Corporate Secretary

Mail Stop 3561
February 3, 2016

Christopher Pappas
Chief Executive Officer
The Chefs’ Warehouse, Inc.
100 East Ridge Road
Ridgefield, CT 06877

Re: The Chefs’ Warehouse, Inc.
 Form 10-K for the Fiscal Year Ended December 26, 2014
Filed March 11, 2015
File No. 001 -35249

Dear Mr. Pappas :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

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February 1, 2016

Ms. Jennifer Thompson

Accounting Branch Chief

United States Securities and Exchange Commission

Office of Consumer Products

100 F. Street, N.E.

Washington, D.C. 20549

Re:

The Chefs’ Warehouse, Inc.

Form 10-K for the Fiscal Year Ended December 26, 2014

Responses dated January 12, 2016 and January 19, 2016

File No. 001-35249

Dear Ms. Thompson:

On behalf of The Chefs’ Warehouse Inc. (the “Company”) and in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company’s Form 10-K for the Fiscal Year Ended December 26, 2014 filed with the Commission on March 11, 2015 (the “Form 10-K”) and the Company’s Responses dated January 12, 2016 and January 19, 2016 contained in your letter dated January 27, 2016 (the “Comment Letter”), I am submitting this letter containing responses to the Comment Letter.

The responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. For your convenience, we have set out the text of the comments from the Comment Letter in bold, followed by the related response.

Form 10-K for the Fiscal Year Ended December 26, 2014

Item 6. Selected Financial Data, page 31

1.

We note your response to comment 1. Your current discussion of key acquisitions within MD&A appears to cover only those acquisitions that were consummated during the most recent three fiscal years discussed therein but not the earliest two of the five fiscal years of information presented within selected financial data. To the extent you intend to include a cross reference to MD&A in future filings as proposed in your response, please tell us how you will include disclosure of business combinations that materially affected the comparability of information included in selected financial data for all periods disclosed therein, including the earliest two of the five fiscal years. Refer to Instruction 2 to Item 301 of Regulation S-K.

In future filings the Company will expand its Selected Financial Data disclosure to add a separate discussion of key acquisitions, to the extent any acquisitions materially affect comparability, in the earliest two years within the five-year period covered by the Selected Financial Data section of our Form 10-K.  As described in our response letter dated January 19, 2016, for any material acquisitions that occur during the latter three years within the five-year period, the Company will add a cross-reference within its Selected Financial Data to the discussion of key acquisitions, if any, that is included in the MD&A section of our Form 10-K.

The Company respectfully advises the Staff that the Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

I hope that the foregoing responses have been responsive to the Staff’s comments. If you have any questions or comments regarding the foregoing, please contact me at (203) 894-1345 or by email at AAldous@chefswarehouse.com.

Sincerely,

THE CHEFS’ WAREHOUSE, INC.

/s/ Alexandros Aldous

Name:
Alexandros Aldous

Title:
General Counsel and Corporate Secretary

Cc:

John Austin, Chief Financial Officer

Richard B. Alsop, Shearman & Sterling LLP

Mail Stop 3561
January 27, 2016

Christopher Pappas
Chief Executive Officer
The Chefs’ Warehouse, Inc.
100 East Ridge Road
Ridgefield, CT 06877

Re: The Chefs’ Warehouse, Inc.
 Form 10-K for the Fiscal Year Ended December 26, 2014
Responses dated January 12, 2016 and January 19, 2016
File No. 001 -35249

Dear Mr. Pappas :

We have reviewed  your January 12, 2016 and January 19, 2016  response s to our
comment  letter  and have the following comment .  In our comment , we may ask you to provide
us with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.
Unless we note otherwise, our refere nces to prior comments are to comments in our December
16, 2015  letter .

Form 10 -K for the Fiscal Year Ended December 26, 2014

Item 6. Selected Financial Data, page 31

1. We note your response to comment 1.  Your current discussion of key acquisitions  within
MD&A appears to cover only those acquisitions that were consummated during the most
recent three fiscal years discussed therein but not the earliest two of the five fiscal years
of information presented within selected financial data.  To the exten t you intend to
include a cross reference to MD&A in future filings as proposed in your response, please
tell us how you will include disclosure of business combinations that materially affected
the comparability of information included in selected financi al data for all periods
disclosed therein, including the earliest two of the five fiscal years.  Refer to Instruction 2
to Item 301 of Regulation S -K.

Christopher Pappas
The Chefs’ Warehouse, Inc.
January 27, 2016
Page 2

You may contact Jarrett Torno, Staff Accountant , at (202) 551 -3703, or me at (202) 551 -
3737 with any qu estions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

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January 19, 2016

Ms. Jennifer Thompson

Accounting Branch Chief

United States Securities and Exchange Commission

Office of Consumer Products

100 F. Street, N.E.

Washington, D.C. 20549

Re:

The Chefs’ Warehouse, Inc.

Form 10-K for the Fiscal Year Ended December 26, 2014

Filed March 11, 2015

Form 10-Q for the Quarterly Period Ended September 25, 2015

Filed November 4, 2015

File No. 001-35249

Dear Ms. Thompson:

On behalf of The Chefs’ Warehouse Inc. (the “Company”) and in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company’s Form 10-K for the Fiscal Year Ended December 26, 2014 filed with the Commission on March 11, 2015 (the “Form 10-K”) and to the Company’s Form 10-Q for the Quarterly Period Ended September 25, 2015 filed with the Commission on November 4, 2015 (the “Form 10-Q”) contained in your letter dated December 16, 2015 (the “Comment Letter”), I am submitting this letter containing responses to the Comment Letter.

The responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. For your convenience, we have set out the text of the comments from the Comment Letter in bold, followed by the related response.

Form 10-K for the Fiscal Year Ended December 26, 2014

Item 6. Selected Financial Data, page 31

1.

Please revise future filings to include a discussion of business combinations that have materially affected the comparability of the information included in selected financial data as required by Instruction 2 to Item 301 of Regulation S-K.

In future filings the Company will add a cross-reference within its Selected Financial Data to the discussion of key acquisitions, if any, that is included in the MD&A section of our Form 10-K.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of

Operations, page 33

2.

We note your disclosure in multiple sections of your Form 10-K regarding your direct-to- consumer business, such as the Overview section on page 33 and within the Seasonality section on page 44.  Please tell us whether the revenues and costs associated with this business are material to an understanding of your results of operations and if this business exhibits similar or different growth, margin, and other economic characteristics as compared to your primary distribution business.  Please also tell us how you considered this business from an MD&A disclosure perspective. Refer to Item 303(A)(3) of Regulation S-K.

The Company’s direct-to-consumer net sales for fiscal 2014 were $22.1 million with related cost of sales of approximately $16.9 million, representing 2.6% of consolidated sales and 2.7% of consolidated cost of sales, respectively.  In regard to growth and margin characteristics, the direct to consumer business is currently similar to our wholesale business.  The primary difference compared to our wholesale business is that the primary sales channel is through catalog marketing and internet sales versus our wholesale business which is marketed through sales representatives.  In addition, direct to consumer products are shipped via third party carriers compared to our wholesale business which is primarily delivered on our own delivery trucks.  Based on the immateriality of the operations, we have not broken out the direct-to-consumer business separately within our MD&A disclosure.  If the direct-to-consumer business expands and becomes a material portion of our overall business, we will expand our disclosures appropriately.

Fiscal Year Ended December 26, 2014 compared to Fiscal Year Ended December 27, 2013

Net Sales, page 38

3.

In your analysis, you often attribute changes in your results of operations to a combination of several factors.  For example, you disclose that net sales increased 24.2% due to organic sales growth and the acquisitions of Euro Gourmet, Allen Brothers and Qzina.  In future filings, when you list multiple factors that contribute to changes in your results of operations, please quantify, if possible, the impact of each material factor that you discuss to provide investors with better insight into the underlying reasons behind such changes.  Refer to Item 303(a)(3) of Regulation S-K, Section III.D of Release No. 33-6835.  Please tell us what this disclosure will look like.

In future filings, when the Company lists multiple factors that contribute to changes in its results of operations, the Company will quantify, if possible, the impact of each material factor that is discussed to provide investors with better insight into the underlying reasons behind such changes. The disclosure will delineate, with greater granularity, the relationship between each listed factor and the corresponding change in the Company’s results of operations.

The following is an example of future disclosure to expand our existing disclosure to capture material factors discussed in the MD&A.  “Net sales increased 24.2% due to organic growth (9.5%), the acquisition of Allen Brothers (11.4%) and the acquisitions of Euro Gourmet and Qzina (3.3%).”

4.

We note your quantification on pages 38 and 39 of your Form 10-K, as well as on page 19 of your Form 10-Q for the quarterly period ended September 25, 2015, of the negative impact of severe weather on your net sales.  To the extent you continue to include similar quantification of severe weather in future filings please also disclose how you quantified the impact.

The Company acknowledges the Staff’s comment. To the extent that the Company continues to include similar quantification of severe weather in future filings, the Company will include the requested disclosure in such filings.

Liquidity and Capital Resources, page 40

5.

We note your disclosure in Note 10 to your Consolidated Financial Statements that you are in compliance with all financial covenants under your debt instruments.  To ensure clarity, in future filings please include such disclosure here as well.

The Company acknowledges the Staff’s comment and will include the requested disclosure in future filings.

Item 8. Consolidated Financial Statements and Supplementary Data

Consolidated Statements of Operations and Comprehensive Income, page 48

6.

We note your disclosure of the number of weighted average common shares outstanding for fiscal 2014.  Please explain to us why the 24.6 million shares used to calculate basic EPS is smaller than the number of shares outstanding at the beginning of the fiscal year minus all reductions to shares outstanding that occurred during the fiscal year as reflected in your statement of changes in stockholders’ equity.

The number of shares issued and outstanding as of December 26, 2014 includes approximately 394,000 of restricted stock awards to employees that were recorded at par value but vest upon either the passage of time or upon the Company achieving certain performance goals.  As of the end of fiscal 2014, certain time based shares remain unvested and the performance goals had not been achieved and thus the shares had not vested, as such, these shares are not included in the weighted average shares outstanding for basic EPS purposes in accordance with ASC 260-10-45-48.  The issuance of these performance based equity awards is more fully described in footnote 11 to the financial statements.

Notes to Consolidated Financial Statements

Note 1 –  Operations and Basis of Presentation, page 51

7.

We note the disclosure of the primary geographic markets you serve on page 8, and we note that several markets are in Canada.  Please tell us where you have made the disclosures required by ASC 280-10-50-41.  If the revenue from Canadian customers or the long-lived assets located in Canada were not material during the years presented, explain this to us in detail.

The Company’s Canadian operations were acquired as part of its acquisition of Qzina Specialty Foods North America Inc. in May of 2013.  For these Canadian operations, net sales were $17.1 million in fiscal 2014 (2.0% of consolidated net sales) and long-term assets were $3.0 million at the close of fiscal 2014 (1.6% of consolidated long-term assets).  As such, they were deemed immaterial and therefore have not been broken out in a geographic segmentation disclosure.

Note 2 –  Summary of Significant Accounting Policies, page 51

8.

We note your disclosure that you classify “protein processing costs” within operating expenses.  If these costs are material, please tell us in detail what these costs represent and how you determined they should be classified as operating expenses.  If these costs are necessary to bring your inventory to the condition in which it is sold, tell us how you considered whether these costs should be classified as inventory and/or cost of sales. Examples of the types of costs classified as protein processing costs may assist our understanding.

Protein processing costs primarily represent the costs to cut and package meat products for sale to the Company’s customer base.  Protein processing costs were approximately $6.8 million in fiscal 2014. The majority of the Company’s protein products are sold “box-in, box-out” and approximately 10% of consolidated sales are further processed whereby cases of boxed beef are further cut into individual steaks and repackaged.  The processing for those sales includes cutting a bulk piece of meat to order and packing the product for shipment.  These costs are incurred immediately prior to shipment and no inventory of pre-cut meat is held on hand except our B2C business, for which we inventory cut product.  At the end of fiscal 2014 the Company had approximately $5.8 million of pre-cut meat inventory on hand.  This inventory value includes approximately $1.2 million of capitalized processing costs.  Based upon the short amount of time between processing and shipment and the relatively small amount of consolidated sales that include processing costs, the Company’s accounting policy around processing costs has been to capitalize them into inventory at period end and include these costs as an element of operating expenses.  The following is an example of future disclosure regarding protein processing costs. “Operating expenses include the costs of facilities, product shipping and handling costs, warehousing costs, protein processing costs, selling and general administrative activities. Protein processing costs included in operating expenses were $6.8 million, $2.7 million and $0.8 million for fiscal 2014, 2013 and 2012, respectively.”

9.

It appears that you classify shipping and handling costs within operating expenses.  If our assumption is correct, please tell us how you considered quantifying the amount of such costs as required by ASC 605-45-50-2.

Shipping and handling costs in fiscal 2014 were $47.3 million (5.7% of net sales).  The Company has disclosed in prior filings that these costs are included in operating expenses within our statement of operations and will again include this quantitative disclosure of shipping and handling costs in future filings. The following is an example of future disclosure regarding shipping and handling costs. “Operating expenses include the costs of facilities, product shipping and handling costs, warehousing costs, protein processing costs, selling and general administrative activities. Shipping and handling costs included in operating expenses were $47.2 million, $36.4 million and $27.5 million for fiscal 2014, 2013 and 2012, respectively.”

Note 16 –  Commitments and Contingencies

Legal Contingencies, page 65

10.

You disclose that you have identified certain other legal matters where you believe an unfavorable outcome is reasonably possible.  Please tell us whether your disclosure in the remainder of that paragraph is intended to convey that you do not believe there is a reasonably possibility of material loss or loss in excess of the amount you have accrued.

If not, please tell us how you have complied with ASC 450-20-50-3 through 50-5.

The Company confirms that the disclosure in the remainder of the paragraph in question is intended to confirm that we do not believe that there is a reasonable possibility of material loss or loss in excess of the amount that the Company has accrued. This will be clarified in future filings.

Form 10-Q for the Quarterly Period Ended September 25, 2015

Item 1. Condensed Consolidated Financial Statements (unaudited)

Notes to Condensed Consolidated Financial Statements

Note 3. Fair Value Measurements; Fair Value of Financial Instruments

Fair Value of Financial Instruments, page 10

11.

You disclose that the carrying amount of your senior secured notes, convertiblesubordinated notes, capital leases and software financing arrangements at September 25, 2015 and December 26, 2014 approximate fair value as the interest rate you obtained approximates the prevailing interest rates for similar products.  In addition to interest rates, please tell us what other inputs to your fair value measurements of the material aforementioned financial instruments are significant to your estimate of their fair value. In this regard, we note you issued convertible subordinated notes during the period ended September 25, 2015.  Additionally, please tell us how you complied with the requirements of ASC 825-10-50-10, including disclosing the level of the fair value hierarchy within which the fair value measurements are categorized.

The Company estimates the fair value of its senior secured notes, convertible subordinated notes, capital leases and software financing arrangements based on changes in the market rates of interest and any changes in the financial status and creditworthiness of the Company.  During the second quarter of the Company’s fiscal 2015, the Company issued convertible subordinated notes as part of its acquisition of Del Monte Capital Meat Co. These notes were issued in an arm’s length transaction and were recorded at fair value at the date of acquisition.  Based upon the short-time between the transaction and the end of the Company’s third quarter of fiscal 2015, the Company determined that the fair value of the convertible subordinated notes continued to approximate its book value.  The Company will include disclosure of the level of fair value hierarchy that these items are measured under in future filings. For future filings, the Company will expand the inputs it utilizes in its fair value measurements to include the market price of its common stock, estimates of the stock’s volatility and the prevailing risk free interest rate to value the conversion feature of the convertible subordinated notes. The Company will also expand its disclosure in future filings to identify the level of the fair value hierarchy that these items are measured under.

Item 2. Management’s Discuss ion and Analysis of Financial Condition and Results of Operations

Liquidity, page 23

12.

Please revise future filings to provide management’s insight into the underlying reasons for changes in your cash flows from operations and to better explain the variability in these cash flows, particularly as it relates to your working capital, rather than merely reciting the information seen on the face of your cash flow statement.  Refer to Section IV of our Release 33-8350.

The Company acknowledges the Staff’s comment and will revise its disclosure in future filings to provide more insight into the causes of changes in operating cash flows, particularly as it relates to working capital.

The Company respectfully advises the Staff that the Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert Staff comments as a defense i

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January 12, 2016

Ms. Jennifer Thompson

Accounting Branch Chief

United States Securities and Exchange Commission

Office of Consumer Products

100 F. Street, N.E.

Washington, D.C. 20549

Re:

The Chefs’ Warehouse, Inc.

Form 10-K for the Fiscal Year Ended December 26, 2014

Filed March 11, 2015

Form 10-Q for the Quarterly Period Ended September 25, 2015

Filed November 4, 2015

File No. 001-35249

Dear Ms. Thompson:

On behalf of The Chefs’ Warehouse Inc. (the “Company”) and in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company’s Form 10-K for the Fiscal Year Ended December 26, 2014 filed with the Commission on March 11, 2015 (the “Form 10-K”) and to the Company’s Form 10-Q for the Quarterly Period Ended September 25, 2015 filed with the Commission on November 4, 2015 (the “Form 10-Q”) contained in your letter dated December 16, 2015 (the “Comment Letter”), I am submitting this letter containing responses to the Comment Letter.

The responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. For your convenience, we have set out the text of the comments from the Comment Letter in bold, followed by the related response.

Form 10-K for the Fiscal Year Ended December 26, 2014

Item 6. Selected Financial Data, page 31

1.

Please revise future filings to include a discussion of business combinations that have materially affected the comparability of the information included in selected financial data as required by Instruction 2 to Item 301 of Regulation S-K.

In future filings the Company will add a cross-reference within its Selected Financial Data to the discussion of key acquisitions, if any, that is included in the MD&A section of our Form 10-K.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 33

2.

We note your disclosure in multiple sections of your Form 10-K regarding your direct-to- consumer business, such as the Overview section on page 33 and within the Seasonality section on page 44.  Please tell us whether the revenues and costs associated with this business are material to an understanding of your results of operations and if this business exhibits similar or different growth, margin, and other economic characteristics as compared to your primary distribution business.  Please also tell us how you considered this business from an MD&A disclosure perspective. Refer to Item 303(A)(3) of Regulation S-K.

The Company’s direct-to-consumer net sales for fiscal 2014 were $22.1 million with related cost of sales of approximately $16.9 million, representing 2.6% of consolidated sales and 2.7% of consolidated cost of sales, respectively.  In regard to growth and margin characteristics, the direct-to-consumer business is currently similar to our wholesale business.  The primary difference compared to our wholesale business is that the primary sales channel is through catalog marketing and internet sales versus our wholesale business which is marketed through sales representatives.  In addition, direct-to-consumer products are shipped via third party carriers compared to our wholesale business which is primarily delivered on our own delivery trucks.  Based on the immateriality of the operations, we have not broken out the direct-to-consumer business separately within our MD&A disclosure.  If the direct-to-consumer business expands and becomes a material portion of our overall business, we will expand our disclosures appropriately.

Fiscal Year Ended December 26, 2014 compared to Fiscal Year Ended December 27, 2013

Net Sales, page 38

3.

In your analysis, you often attribute changes in your results of operations to a combination of several factors.  For example, you disclose that net sales increased 24.2% due to organic sales growth and the acquisitions of Euro Gourmet, Allen Brothers and Qzina.  In future filings, when you list multiple factors that contribute to changes in your results of operations, please quantify, if possible, the impact of each material factor that you discuss to provide investors with better insight into the underlying reasons behind such changes.  Refer to Item 303(a)(3) of Regulation S-K, Section III.D of Release No. 33-6835.  Please tell us what this disclosure will look like.

In future filings, when the Company lists multiple factors that contribute to changes in its results of operations, the Company will quantify, if possible, the impact of each material factor that is discussed to provide investors with better insight into the underlying reasons behind such changes. The disclosure will delineate, with greater granularity, the relationship between each listed factor and the corresponding change in the Company’s results of operations.

The following is an example of future disclosure to expand our existing disclosure to capture material factors discussed in the MD&A.  “Net sales increased 24.2% due to organic growth (9.5%), the acquisition of Allen Brothers (11.4%) and the acquisitions of Euro Gourmet and Qzina (3.3%).”

4.

We note your quantification on pages 38 and 39 of your Form 10-K, as well as on page 19 of your Form 10-Q for the quarterly period ended September 25, 2015, of the negative impact of severe weather on your net sales.  To the extent you continue to include similar quantification of severe weather in future filings please also disclose how you quantified the impact.

The Company acknowledges the Staff’s comment. To the extent that the Company continues to include similar quantification of severe weather in future filings, the Company will include the requested disclosure in such filings.

Liquidity and Capital Resources, page 40

5.

We note your disclosure in Note 10 to your Consolidated Financial Statements that you are in compliance with all financial covenants under your debt instruments.  To ensure clarity, in future filings please include such disclosure here as well.

The Company acknowledges the Staff’s comment and will include the requested disclosure in future filings.

Item 8. Consolidated Financial Statements and Supplementary Data

Consolidated Statements of Operations and Comprehensive Income, page 48

6.

We note your disclosure of the number of weighted average common shares outstanding for fiscal 2014.  Please explain to us why the 24.6 million shares used to calculate basic EPS is smaller than the number of shares outstanding at the beginning of the fiscal year minus all reductions to shares outstanding that occurred during the fiscal year as reflected in your statement of changes in stockholders’ equity.

The number of shares issued and outstanding as of December 26, 2014 includes approximately 394,000 of restricted stock awards to employees that were recorded at par value but vest upon either the passage of time or upon the Company achieving certain performance goals.  As of the end of fiscal 2014, certain time based shares remain unvested and the performance goals had not been achieved and thus the shares had not vested, as such, these shares are not included in the weighted average shares outstanding for basic EPS purposes in accordance with ASC 260-10-45-48.  The issuance of these performance based equity awards is more fully described in footnote 11 to the financial statements.

Notes to Consolidated Financial Statements

Note 1 –  Operations and Basis of Presentation, page 51

7.

We note the disclosure of the primary geographic markets you serve on page 8, and we note that several markets are in Canada.  Please tell us where you have made the disclosures required by ASC 280-10-50-41.  If the revenue from Canadian customers or the long-lived assets located in Canada were not material during the years presented, explain this to us in detail.

The Company’s Canadian operations were acquired as part of its acquisition of Qzina Specialty Foods North America Inc. in May of 2013.  For these Canadian operations, net sales were $17.1 million in fiscal 2014 (2.0% of consolidated net sales) and long-term assets were $3.0 million at the close of fiscal 2014 (1.6% of consolidated long-term assets).  As such, they were deemed immaterial and therefore have not been broken out in a geographic segmentation disclosure.

Note 2 –  Summary of Significant Accounting Policies, page 51

8.

We note your disclosure that you classify “protein processing costs” within operating expenses.  If these costs are material, please tell us in detail what these costs represent and how you determined they should be classified as operating expenses.  If these costs are necessary to bring your inventory to the condition in which it is sold, tell us how you considered whether these costs should be classified as inventory and/or cost of sales. Examples of the types of costs classified as protein processing costs may assist our understanding.

Protein processing costs primarily represent the costs to cut and package meat products for sale to the Company’s customer base.  Protein processing costs were approximately $6.8 million in fiscal 2014. The majority of the Company’s protein products are sold “box-in, box-out” and approximately 10% of consolidated sales are further processed whereby cases of boxed beef are further cut into individual steaks and repackaged.  The processing for those sales includes cutting a bulk piece of meat to order and packing the product for shipment.  These costs are incurred immediately prior to shipment and no inventory of pre-cut meat is held on hand except our B2C business, for which we inventory cut product.  At the end of fiscal 2014 the Company had approximately $5.8 million of pre-cut meat inventory on hand.  This inventory value includes approximately $1.2 million of capitalized processing costs.  Based upon the short amount of time between processing and shipment and the relatively small amount of consolidated sales that include processing costs, the Company’s accounting policy around processing costs has been to capitalize them into inventory at period end and include these costs as an element of operating expenses.  The following is an example of future disclosure regarding protein processing costs. “Operating expenses include the costs of facilities, product shipping and handling costs, warehousing costs, protein processing costs, selling and general administrative activities. Protein processing costs included in operating expenses were $6.8 million, $2.7 million and $0.8 million for fiscal 2014, 2013 and 2012, respectively.”

9.

It appears that you classify shipping and handling costs within operating expenses.  If our assumption is correct, please tell us how you considered quantifying the amount of such costs as required by ASC 605-45-50-2.

Shipping and handling costs in fiscal 2014 were $47.3 million (5.7% of net sales).  The Company has disclosed in prior filings that these costs are included in operating expenses within our statement of operations and will again include this quantitative disclosure of shipping and handling costs in future filings. The following is an example of future disclosure regarding shipping and handling costs. “Operating expenses include the costs of facilities, product shipping and handling costs, warehousing costs, protein processing costs, selling and general administrative activities. Shipping and handling costs included in operating expenses were $47.2 million, $36.4 million and $27.5 million for fiscal 2014, 2013 and 2012, respectively.”

Note 16 –  Commitments and Contingencies

Legal Contingencies, page 65

10.

You disclose that you have identified certain other legal matters where you believe an unfavorable outcome is reasonably possible.  Please tell us whether your disclosure in the remainder of that paragraph is intended to convey that you do not believe there is a reasonably possibility of material loss or loss in excess of the amount you have accrued.

If not, please tell us how you have complied with ASC 450-20-50-3 through 50-5.

The Company confirms that the disclosure in the remainder of the paragraph in question is intended to confirm that we do not believe that there is a reasonable possibility of material loss or loss in excess of the amount that the Company has accrued. This will be clarified in future filings.

Form 10-Q for the Quarterly Period Ended September 25, 2015

Item 1. Condensed Consolidated Financial Statements (unaudited)

Notes to Condensed Consolidated Financial Statements

Note 3. Fair Value Measurements; Fair Value of Financial Instruments

Fair Value of Financial Instruments, page 10

11.

You disclose that the carrying amount of your senior secured notes, convertible subordinated notes, capital leases and software financing arrangements at September 25, 2015 and December 26, 2014 approximate fair value as the interest rate you obtained approximates the prevailing interest rates for similar products.  In addition to interest rates, please tell us what other inputs to your fair value measurements of the material aforementioned financial instruments are significant to your estimate of their fair value. In this regard, we note you issued convertible subordinated notes during the period ended September 25, 2015.  Additionally, please tell us how you complied with the requirements of ASC 825-10-50-10, including disclosing the level of the fair value hierarchy within which the fair value measurements are categorized.

The Company estimates the fair value of its senior secured notes, convertible subordinated notes, capital leases and software financing arrangements based on changes in the market rates of interest and any changes in the financial status and creditworthiness of the Company.  During the second quarter of the Company’s fiscal 2015, the Company issued convertible subordinated notes as part of its acquisition of Del Monte Capital Meat Co. These notes were issued in an arm’s length transaction and were recorded at fair value at the date of acquisition.  Based upon the short time between the transaction and the end of the Company’s third quarter of fiscal 2015, the Company determined that the fair value of the convertible subordinated notes continued to approximate its book value.  The Company will include disclosure of the level of fair value hierarchy that these items are measured under in future filings. For future filings, the Company will expand the inputs it utilizes in its fair value measurements to include the market price of its common stock, estimates of the stock’s volatility and the prevailing risk free interest rate to value the conversion feature of the convertible subordinated notes. The Company will also expand its disclosure in future filings to identify the level of the fair value hierarchy that these items are measured under.

Item 2. Management’s Discuss ion and Analysis of Financial Condition and Results of Operations

Liquidity, page 23

12.

Please revise future filings to provide management’s insight into the underlying reasons for changes in your cash flows from operations and to better explain the variability in these cash flows, particularly as it relates to your working capital, rather than merely reciting the information seen on the face of your cash flow statement.  Refer to Section IV of our Release 33-8350.

The Company acknowledges the Staff’s comment and will revise its disclosure in future filings to provide more insight into the causes of changes in operating cash flows, particularly as it relates to working capital.

I hope that the foregoing responses have been responsive to the Staff’s comments. If you have any questions or comments regarding the foregoing, please contact me at (203) 894-1345 or by email at AAldous@chefswarehouse.com.

Sincerely,

THE CHEFS’ WAREHOUSE, INC.

By:

/s/ Alexandros Aldous

Name:

 Alexandros Aldous

Title:

 General Counsel and Corporate Secretary

Cc:

John Austin, Chief

CORRESP
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December 23, 2015

Via EDGAR

Ms. Jennifer Thompson

Accounting Branch Chief

Office of Consumer Products

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F St. NE

Washington, D.C. 20549

Re:

The Chefs’ Warehouse, Inc.

Form 10-K for the Fiscal Year Ended December 26, 2014

Filed March 11, 2015

Form 10-Q for the Quarterly Period Ended September 25, 2015

Filed November 4, 2015

File No. 001-35249

Dear Ms. Thompson:

On behalf of The Chefs’ Warehouse Inc. (the “Company”) I am writing to confirm, based on the telephone conversation earlier today between Lilyanna Peyser, Special Counsel at the Securities and Exchange Commission (the “Commission”), and Richard Alsop of Shearman & Sterling LLP, our outside securities counsel, that the Company has requested and has been granted an extension on its response to the Commission’s letter dated December 16, 2015 regarding the Company’s Form 10-K for the Fiscal Year Ended December 26, 2014, filed March 11, 2015, and the Company’s Form 10-Q for the Quarterly Period Ended September 25, 2015, filed November 4, 2015. The Company now expects to file the response on or about January 11, 2015.

If you have any questions, please feel free to contact the undersigned by telephone at (203) 894-1345 or by email at aaldous@chefswarehouse.com or Richard B. Alsop of Shearman & Sterling LLP by telephone at (212) 848-7333 or by email at richard.alsop@shearman.com.

Sincerely,

By:

/s/ Alexandros Aldous

Name:

Alexandros Aldous

Title:

General Counsel and Corporate Secretary

The Chefs’ Warehouse Inc.

cc:

John Austin, Chief Financial Officer

Richard B. Alsop, Shearman & Sterling

Mail Stop 3561
December 16, 2015

Christopher Pappas
Chief Executive Officer
The Chefs’ Warehouse, Inc.
100 East Ridge Road
Ridgefield, CT 06877

Re: The Chefs’ Warehouse, Inc.
 Form 10-K for the Fiscal Year Ended December 26, 2014
Filed March 11, 2015
Form 10 -Q for the Quarterly Period Ended September 25, 2015
Filed November 4, 2015
File No. 001-35249

Dear Mr. Pappas :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 26, 2014

Item 6. Selected Financial Data , page 31

1. Please revise future filings to include a discussion of business combinations that have
materially affected the comparability of the information included in s elected financial
data as required by Instruction 2 to Item 301 of Regulation S -K.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 33

2. We note your disclosure in multiple sections of your Form 10 -K regar ding your direct -to-
consumer business, such as the Overview section on page 33 and within the Seasonality
section on page 44.  Please tell us whether the revenues and costs associated with this

Christopher Pappas
The Chefs’ Warehouse , Inc.
December 16, 2015
Page 2

 business are material to an understanding of your results of o perations and if this business
exhibits similar or different growth, margin, and other economic characteristics as
compared to your primary distribution business.  Please also tell us how you considered
this business from an MD&A disclosure perspective.  R efer to Item 303(A)(3) of
Regulation S -K.

Fiscal Year Ended December 26, 2014 compared to Fiscal Year Ended December 27, 2013

Net Sales, page 38

3. In your analysis, you often attribute changes in your results of operations to a
combination of several factors.   For example, you disclose that net sales increased 24.2%
due to organic sales growth and the acquisitions of Euro Gourmet, Allen Brothers and
Qzina.   In future filings, when you list multiple factors that contribute to changes in your
results of operations, please quantify, if possible, the impact of each material factor that
you discuss to provide investors with better insight into the underlyi ng reasons behind
such changes.   Refer to Item 303(a)(3) of Regulation S -K, Section III.D of Release No.
33-6835.   Please tell us what this disclosure will look like.

4. We note your quantification on pages 38 and 39 of your Form 10 -K, as well as on page
19 of your Form 10 -Q for the quarterly period ended September 25, 2015, of the negative
impact of severe weather on your net sales.  To the extent you continue to include similar
quantification of severe weather in future filings please also disclose how you quantified
the impact.

Liquidity and Capital Resources, page 40

5. We note your disclosure in Note 10 to your Consolidated Financial Statements that you
are in compliance with all financial covenants under your debt instruments.   To ensure
clarity, in futur e filings please include such disclosure here as well.

Item 8. Consolidated Financial Statements and Supplementary Data

Consolidated Statements of Operations and Comprehensive Income, page 48

6. We note your disclosure of the number of weighted average c ommon shares outstanding
for fiscal 2014.  Please explain to us why the 24.6 million shares used to calculate basic
EPS is smaller than the number of shares outstanding at the beginning of the fiscal year
minus all reductions to shares outstanding that occ urred during the fiscal year as reflected
in your statement of changes in stockholders’ equity.

Christopher Pappas
The Chefs’ Warehouse , Inc.
December 16, 2015
Page 3

 Notes to Consolidated Financial Statements

Note 1 – Operations and Basis of Presentation, page 51

7. We note the disclosure of the primary geographic markets you serve on page 8, and we
note that several markets are in Canada.  Please tell us where you have made the
disclosures required by ASC 280 -10-50-41.  If the revenue from Canadian customers or
the long -lived assets located in Canada were not material duri ng the years presented,
explain this to us in detail.

Note 2 – Summary of Significant Accounting Policies, page 51

8. We note your disclosure that you classify “protein processing costs” within operating
expenses.  If these costs are material, please tell u s in detail what these costs represent
and how you determined they should be classified as operating expenses.  If these costs
are necessary to bring your inventory to the condition in which it is sold, tell us how you
considered whether these costs should  be classified as inventory and/or cost of sales.
Examples of the types of costs classified as protein processing costs may assist our
understanding.

9. It appears that you classify shipping and handling costs within operating expenses.  If our
assumption i s correct, please tell us how you considered quantifying the amount of such
costs as required by ASC 605 -45-50-2.

Note 16 – Commitments and Contingencies

Legal Contingencies, page 65

10. You disclose that you have identified certain other legal matters where you believe an
unfavorable outcome is reasonably possible.  Please tell us whether your disclosure in the
remainder of that paragraph is intended to convey that you do not believe there is a
reasonably possibility of material loss or loss in excess o f the amount you have accrued.
If not, please tell us how you have complied with ASC 450 -20-50-3 through 50 -5.

Christopher Pappas
The Chefs’ Warehouse , Inc.
December 16, 2015
Page 4

 Form 10 -Q for the Quarterly Period Ended September 25, 2015

Item 1. Condensed Consolidated Financial Statements (unaudited)

Notes to Conden sed Consolidated Financial Statements

Note 3 . Fair Value Measurements; Fair Value of Financial Instruments

Fair Value of Financial Instruments, page 10

11. You disclose that the carrying amount of your senior secured notes, convertible
subordinated notes, c apital leases and software financing arrangements at September 25,
2015 and December 26, 2014 approximate fair value as the interest rate you obtained
approximates the prevailing interest rates for similar products.  In addition to interest
rates, please t ell us what other inputs to your fair value measurements of the material
aforementioned financial instruments are significant to your estimate of their fair value.
In this regard, we note you issued convertible subordinated notes during the period ended
September 25, 2015.  Additionally, please tell us how you complied with the
requirements of ASC 825 -10-50-10, including disclosing the level of the fair value
hierarchy within which the fair value measurements are categorized.

Item 2. Management’s Discuss ion and Analysis of Financial Condition and Results of
Operations

Liquidity, page 23

12. Pleas e revise future filings to provide management’s insight into the underlying reasons
for changes in your cash flows from operations and to better explain the variabi lity in
these cash flows, particularly as it relates to your working capital, rather than merely
reciting the information seen on the face of your cash flow statement.  Refer to Section
IV of our Release 33 -8350.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Christopher Pappas
The Chefs’ Warehouse , Inc.
December 16, 2015
Page 5

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jarrett Torno, Staff Accountant , at (202) 551 -3703 or me at (202) 551 -
3737  if you have questions regarding comments on the financial statements and related matters.
Please contact Mike Kennedy, Staff Attorney , at (202) 551 -3832  or Lilyanna Peyser, Special
Counsel , at (202) 551 -3222  with any other quest ions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
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SEC Corresp - Acceleration Request

 The Chefs’ Warehouse, Inc.

100 East Ridge Road

Ridgefield, Connecticut 06877

(203) 894-1345

 June 4,
2013

 VIA EDGAR & Overnight Courier

 United States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-0303

Attention: Ms. Mara L. Ransom

Re:
The Chefs’ Warehouse, Inc.

Registration Statement on Form S-4, File No. 333-187349 (the “Registration Statement”)

Ms. Ransom:

 On behalf of The Chefs’
Warehouse, Inc. (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the effective date of the Registration Statement to 4:00 p.m. Eastern Time on Thursday,
June 6, 2013, or as soon thereafter as is practicable.

 The disclosure in the referenced filing is the responsibility of the Registrant.
The Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that should the Commission, or the staff acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing, and the Registrant represents that it will not assert staff comments or the action of the staff to declare the filing effective as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

 The Registrant further acknowledges that the action of the Commission or
the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

If you have any questions, please feel free to contact the undersigned at (203) 894-1345 or our outside counsel, F. Mitchell Walker, Jr., by
telephone at (615) 742-6275 or by e-mail at mwalker@bassberry.com or, in his absence, D. Scott Holley by telephone at (615) 742-7721 or by e-mail at sholley@bassberry.com. Thank you for your cooperation and prompt attention to this matter.

Sincerely,

THE CHEFS’ WAREHOUSE, INC.

By:

/s/ Alexandros Aldous

Name:

Alexandros Aldous

Title:

General Counsel and Corporate Secretary

CORRESP
1
filename1.htm

SEC Corresp - Acceleration Request

 The Chefs’ Warehouse, Inc.

100 East Ridge Road

Ridgefield, Connecticut 06877

(203) 894-1345

 June 4,
2013

 VIA EDGAR & Overnight Courier

 United States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-0303

Attention: Ms. Mara L. Ransom

Re:
The Chefs’ Warehouse, Inc.

Registration Statement on Form S-3, File No. 333-187348 (the “Registration Statement”)

Ms. Ransom:

 On behalf of The Chefs’
Warehouse, Inc. (the “Registrant”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the effective date of the Registration Statement to 4:00 p.m. Eastern Time on Thursday,
June 6, 2013, or as soon thereafter as is practicable.

 The disclosure in the referenced filing is the responsibility of the
Registrant. The Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that should the Commission, or the staff acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing, and the Registrant represents that it will not assert staff comments or the action of the staff to declare the filing effective as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 The Registrant further acknowledges that the action of
the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

If you have any questions, please feel free to contact the undersigned at (203) 894-1345 or our outside counsel, F. Mitchell Walker, Jr., by
telephone at (615) 742-6275 or by e-mail at mwalker@bassberry.com or, in his absence, D. Scott Holley by telephone at (615) 742-7721 or by e-mail at sholley@bassberry.com. Thank you for your cooperation and prompt attention to this matter.

 Sincerely,

THE CHEFS’ WAREHOUSE, INC.

By:

/s/ Alexandros Aldous

Name:

Alexandros Aldous

Title:

General Counsel and Corporate Secretary

May 2 2, 2013

Via E-mail
Christopher Pappas
Chairman, President and Chief Executive Officer
100 East Ridge Road
Ridgefield, Connecticut  06877

Re: The Chefs’ Warehouse, Inc.
 Form 10-K for the Fiscal Year Ended December 28, 2012
Filed March 13, 2013
File No. 1 -35249

Dear Mr. Pappas :

We have completed our review o f your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. M ew
Accounting Branch Chief

CORRESP
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SEC Corresp Letter - S-3 amendment No. 2

 The Chefs’ Warehouse, Inc.

100 East Ridge Road

 Ridgefield, Connecticut 06877

 (203) 894-1345

May 20, 2013

 VIA
EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-0303

 Attention:
Ms. Mara L. Ransom

Re:
The Chefs’ Warehouse, Inc.

Registration Statement on Form S-3, File No. 333-187348 (the “Registration Statement”)

Ms. Ransom:

 On behalf of
The Chefs’ Warehouse, Inc. (the “Registrant”), I am writing to inform you that on May 20, 2013 the Registrant filed Amendment No. 2 to the Registration Statement to specifically incorporate by reference the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended March 29, 2013, filed with the Securities and Exchange Commission (the “Commission”) on May 7, 2013, and the Registrant’s Current Report on Form 8-K, filed with the
Commission on May 1, 2013, each of which were filed subsequent to the Registrant’s filing of Amendment No. 1 to the Registration Statement on April 25, 2013. The Registration Statement has also been amended to reflect the
registration of 2,507,522 shares of common stock of the Registrant for resale by certain existing stockholders of the Registrant. In that regard, Amendment No. 2 to the Registration Statement reflects a revised “Calculation of Registration
Fee” table in which the $300 million of securities originally registered has been allocated between securities to be offered by the Registrant on a primary basis and securities to be offered for resale by the selling stockholders on a secondary
basis. Moreover, the Registration Statement has been revised throughout to account for the inclusion of selling stockholders, and Exhibit 5.1 has been filed therewith to include an updated legal opinion of Bass, Berry & Sims PLC, our
outside counsel, reflecting the addition of selling stockholders to the Registration Statement.

 If you have any questions,
please feel free to contact the undersigned at (203) 894-1345 or our outside counsel, F. Mitchell Walker, Jr., by telephone at (615) 742-6275 or by e-mail at mwalker@bassberry.com or, in his absence, D. Scott Holley by telephone at
(615) 742-7721 or by e-mail at sholley@bassberry.com. Thank you for your cooperation and prompt attention to this matter.

Sincerely,

THE CHEFS’ WAREHOUSE, INC.

By:

 /s/ John D. Austin

Name:

John D. Austin

Title:

Chief Financial Officer

CORRESP
1
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CORRESP

 The Chefs’ Warehouse, Inc.

100 East Ridge Road

 Ridgefield, Connecticut 06877

 May 16, 2013

Via EDGAR & Overnight Courier

 Mr. Andrew D. Mew

 Division of Corporation Finance

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, DC 20549-0303

Re:
The Chefs’ Warehouse, Inc.

 Form 10-K for the Fiscal Year Ended December 28, 2012

 Filed
March 13, 2013

 Response letter dated April 25, 2013

File No. 1-35249

Dear Mr. Mew:

 On behalf
of The Chefs’ Warehouse, Inc. (the “Company”), and in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated May 15,
2013 (the “Comment Letter”), I submit this letter containing the Company’s responses to the Comment Letter. The Company’s responses to the Comment Letter correspond to the numbered comments in the Comment Letter.

Form 10-K for the Fiscal Year Ended December 28, 2012

 Critical Accounting Policies, page 35

 Valuation of Goodwill and Intangible Assets, page
36

1.
We note your response to comment 1. Please disclose, in future filings, you have only one reporting unit and that it is at the operating segment level, in which you
aggregated the geographical components into one reporting unit.

 RESPONSE: The Company will include the
requested disclosure in its future filings.

 Note 11 – Debt Obligations, page 63

2.
We read your response to comment 4 and the accounting error in connection with the evaluation of whether the new debt with one of the creditors was a modification of
existing debt or debt extinguishment. Please clarify for us if you will correct this accounting error prospectively in your results of operations. If not, please explain to us why.

RESPONSE: The Company will correct this accounting error prospectively in its results of operations.

 If you have any questions, please feel free to contact the undersigned at
(203) 894-1345 or our outside counsel, F. Mitchell Walker, Jr., by telephone at (615) 742-6275 or by e-mail at mwalker@bassberry.com or, in his absence, D. Scott Holley by telephone at (615) 742-7721 or by e-mail at
sholley@bassberry.com. Thank you for your cooperation and prompt attention to this matter.

Sincerely,

 /s/ John D. Austin

John D. Austin

Chief Financial Officer

 2

May 15, 2013

Via E-mail
Christopher Pappas
Chairman, President and Chief Executive Officer
100 East Ridge Road
Ridgefield, Connecticut  06877

Re: The Chefs’ Warehouse , Inc.
 Form 10-K for the Fiscal Year Ended December 28 , 2012
Filed March 13 , 201 3
Response letter dated April 25, 2013
File No.  1-35249

Dear Mr . Pappas :

We have reviewed your response and have the following additional comment s.  In our
comments , we may ask you to  provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
respons e.  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 filing  and the information you provide in
response to these comments , we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 28, 2012

Critical Accounting Policies, page 35
Valuation of Goodwill and Intangible Assets, page 36

1. We note your response to comment 1. Please disclose, in future filings, you have only
one reporting unit and that  it is at the operating segment level, in which you aggregated
the geographical components into one reporting unit.

Note 11 – Debt Obligations, page 63

2. We read your response to commen t 4 and the accounting error in connection with the
evaluation of whether the new debt with one of the creditors was a modification of
existing debt or debt extinguishment. Please clarify for us if you will correct this

Christopher Pappas
The Chefs’ Warehouse, Inc .
May 15, 2013
Page 2

 accounting error prospectively in yo ur results of operations. If not, please explain to us
why.

You may contact Robert Babula, Staff Accountant,  at (202) 551 -3339  if you have
questions regarding comments on the financial statements and related matters.  Please contact me
at (202) 551 -3377 with any other questions.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

CORRESP
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CORRESP

 The Chefs’ Warehouse, Inc.

100 East Ridge Road

 Ridgefield, Connecticut 06877

 April 25, 2013

Via EDGAR & Overnight Courier

 Ms. Mara L. Ransom

 Division of Corporation Finance

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, DC 20549-0303

Re:
The Chefs’ Warehouse, Inc.

 Registration Statement on Form S-3

 Filed March 18, 2013

 File No. 333-187348

 Registration Statement on Form S-4

 Filed March 18, 2013

 File No. 333-187349

 Dear Ms. Ransom:

 On behalf of The Chefs’ Warehouse, Inc. (the
“Company”), and in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated April 15, 2013 (the “Comment Letter”), I
submit this letter containing the Company’s responses to the Comment Letter. The Company has today filed Amendment No. 1 to its Registration Statement on Form S-3 (Registration No. 333-187348) (as amended, the “S-3 Registration
Statement”), as well as Amendment No. 1 to its Registration Statement on Form S-4 (Registration No. 333-187349) (as amended, the “S-4 Registration Statement”), with the Commission via EDGAR. The Company’s responses to
the Comment Letter correspond to the numbered comments in the Comment Letter.

 General

1.
To the extent comments issued in our review of your registration statements on Forms S-3 and S-4 also apply to your annual report on Form 10-K for the fiscal year ended
December 31, 2012, please revise your Form 10-K accordingly. Similarly, to the extent comments issued in our review of your Form 10-K also apply to your registration statements on Forms S-3 and S-4, please revise the latter filings accordingly.
Please note that we will not be in a position to consider a request for acceleration of effectiveness of your registration statements until we resolve all issues concerning your Form 10-K.

RESPONSE: The Company understands the Staff’s comment and confirms that it will comply with the comment, as applicable.

2.
In your next periodic report filed with the Commission, please include a risk factor discussing the price volatility of your common stock, or advise us why you believe
this does not constitute a material risk.

 RESPONSE: The Company will include the following risk factor discussing the price
volatility of its common stock in its Form 10-Q filed for the fiscal quarter ended March 29, 2013:

 The price
of our common stock may be volatile and our stockholders could lose all or part of their investment.

Volatility in the market price of our common stock may prevent our stockholders from being able to sell their shares
at or above the price the stockholders paid for their shares. The market price of our common stock could fluctuate significantly for various reasons, which include the following:

•

 our quarterly or annual earnings or those of other companies in our industry;

•

 changes in laws or regulations, or new interpretations or applications of laws and regulations, that are applicable to our business;

•

 the public’s reaction to our press releases, our other public announcements and our filings with the Securities and Exchange Commission;

•

 changes in accounting standards, policies, guidance, interpretations or principles;

•

 additions or departures of our senior management personnel;

•

 sales of common stock by our directors and executive officers;

•

 adverse market reaction to any indebtedness we may incur or securities we may issue in the future;

•

 actions by stockholders;

•

 the level and quality of research analyst coverage for our common stock, changes in financial estimates or investment recommendations by
securities analysts following our business or failure to meet such estimates;

•

 the financial disclosure we may provide to the public, any changes in such disclosure or our failure to meet projections included in our
public disclosure;

•

 various market factors or perceived market factors, including rumors, whether or not correct, involving us, our customers, our distributors
or suppliers or our competitors;

•

 introductions of new products or new pricing policies by us or by our competitors;

•

 acquisitions or strategic alliances by us or our competitors;

•

 short sales, hedging and other derivative transactions in our common stock;

•

 the operating and stock price performance of other companies that investors may deem comparable to us; and

 2

•

 other events or factors, including changes in general conditions in the United States and global economies or financial markets (including those
resulting from acts of God, war, incidents of terrorism or responses to such events).

In addition, in recent years, the stock market has experienced extreme price and volume fluctuations. This volatility
has had a significant impact on the market price of securities issued by many companies, including companies in our industry. The price of our common stock could fluctuate based upon factors that have little or nothing to do with our company, and
these fluctuations could materially reduce our stock price.

 Form S-3

 Description of Debt Securities, page 10

 Modification and waiver, page 14

3.
We note your disclosure in the fifth bullet that you may add guarantors and the provisions in your indentures permitting the addition of guarantors. We further note
that any guarantor you decide to add would be deemed an issuer of a security. In this regard, please advise us how any such guarantor would comply with Section 5 of the Securities Act.

RESPONSE: The disclosure on pages 14 and 15 of the S-3 Registration Statement has been revised to eliminate the references to the
addition and release of guarantors with respect to debt securities. Additionally, the Company is refiling Exhibit 4.4 to the S-3 Registration Statement, its form of senior indenture, which has been revised to eliminate the references to the addition
and release of guarantors in Sections 9.01 and 9.02. The Company is also refiling Exhibit 4.5 to the S-3 Registration Statement, its form of subordinated indenture, which has been revised to eliminate the references to the addition and release of
guarantors in Sections 9.01 and 9.02. To the extent that the Company desires to add guarantors of its securities covered by the S-3 Registration Statement in the future, it will comply with applicable securities laws, including, if applicable, the
guidance contained in Example 2 of Appendix B of Release No. 33-7649 requiring the filing of new registration statements to add guarantors.

 Signatures, page II-5

4.
Please amend your filing to include the signature of your controller or principal accounting officer. This comment also applies to your Form S-4. Please refer to the
Signatures sections of Form S-3 and Form S-4 and the related instructions.

 RESPONSE: John D. Austin serves as
both the principal financial officer and principal accounting officer of the Company. The Company has amended Mr. Austin’s signature line on each of the S-3 Registration Statement and S-4 Registration Statement to reflect
Mr. Austin’s service in both roles and will so reflect this responsibility in the Company’s future periodic and annual reports as filed with the Commission, as applicable.

 3

 Form S-4

 Risk Factors, page 3

5.
Refer to the second introductory paragraph. Eliminate the language indicating the risk factors identified in this section are not the only ones facing the company and
that additional risks that currently are unknown or immaterial may also significantly impair your business, financial condition and results of operations. All material risks should be described. If risks are not deemed material, registrants should
not reference them.

 RESPONSE: The Company has eliminated the language on page 3 of the S-4 Registration
Statement indicating that the risk factors identified in that section are not the only ones facing the Company and that additional risks that currently are unknown or immaterial may also significantly impair the Company’s business, financial
condition and results of operations.

 In response to the closing comments of the Staff, the Company hereby acknowledges in
connection with its response to the Staff’s comments that:

•

 should the Commission or the Staff, acting pursuant to delegated authority, declare the filings effective, it does not foreclose the Commission from
taking any action with respect to the filings;

•

 the actions of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filings effective, do not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filings; and

•

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 If you have any questions, please feel free to
contact the undersigned at (203) 894-1345 or our outside counsel, F. Mitchell Walker, Jr., by telephone at (615) 742-6275 or by e-mail at mwalker@bassberry.com or, in his absence, D. Scott Holley by telephone at (615) 742-7721
or by e-mail at sholley@bassberry.com. Thank you for your cooperation and prompt attention to this matter.

Sincerely,

 /s/ John D. Austin

John D. Austin

Chief Financial Officer

 4

CORRESP
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filename1.htm

CORRESP

 The Chefs’ Warehouse, Inc.

100 East Ridge Road

 Ridgefield, Connecticut 06877

 April 25, 2013

Via EDGAR & Overnight Courier

 Mr. Andrew D. Mew

 Division of Corporation Finance

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, DC 20549-0303

Re:
The Chefs’ Warehouse, Inc.

 Form 10-K for the Fiscal Year Ended December 28, 2012

 Filed
March 13, 2013

 Definitive Proxy Statement on Schedule 14A Filed April 3, 2013

File No. 1-35249

Dear Mr. Mew:

 On behalf
of The Chefs’ Warehouse, Inc. (the “Company”), and in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated April 15,
2013 (the “Comment Letter”), I submit this letter containing the Company’s responses to the Comment Letter. The Company’s responses to the Comment Letter correspond to the numbered comments in the Comment Letter.

Form 10-K for the Fiscal Year Ended December 28, 2012

 Critical Accounting Policies, page 35

 Valuation of Goodwill and Intangible Assets,
page 36

1.
We have read your disclosure that you have a single reporting unit for the purposes of testing goodwill. In light of your geographical diverse markets including the
various acquisitions since your initial public offering, please tell us why you do not have multiple operating segments given your geographic diversity. If you believe you only have one operating segment but multiple components within that segment,
please explain to us in detail how such components have similar economic characteristics. Note that a reporting unit is an operating segment or, if an operating segment consists of two or more component businesses, a reporting unit is potentially
the business unit that is one level below the operating segment level. Reporting units are those component business units if discrete financial information exists for them, segment management regularly reviews their operating results. Refer to ASC
350-20-35-33 to 38.

 RESPONSE:     In accordance with Accounting Standards Codification
(“ASC”) 350-20-35, the Company continues to apply the aggregation criteria from ASC 280–10–50 to aggregate the geographical components into one reporting unit. A reporting unit is an operating segment or one level below an
operating segment

referred to as a component. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment
management regularly reviews the operating results of that component. However, two or more components of an operating segment shall be aggregated and deemed a single reporting unit if the components have similar economic characteristics. An
operating segment shall be deemed to be a reporting unit if all of its components are similar and none of its components is a reporting unit, or if it comprises only a single component.

Determining whether a component of an operating segment is a reporting unit is a matter of judgment based upon an entity’s
individual facts and circumstances. The Company has discrete financial information for each of its geographical regions and each constitutes a component, including the businesses of Provvista Specialty Foods, Inc., Praml International, Ltd.,
Michael’s Finer Meats, LLC and Queensgate Foodservice acquired since the Company’s IPO.

 When analyzing
whether to aggregate the above geographical components (including those acquired subsequent to the Company’s IPO) into one reporting unit, the Company considers whether each geographical component has similar economic characteristics. The
Company has evaluated the economic characteristics of its different geographic markets, including its recently acquired businesses, along with the similarity of the operations and margins, nature of the products, type of customer and methods of
distribution of products and the regulatory environment in which the Company operates and concluded that the geographical components continue to be one reporting unit. In regards to these geographic regions’ margins, the Company notes that the
gross profit margins for each of the Company’s regions remain within the range of gross profit margins previously provided to the staff in connection with the Company’s IPO. Based on its assessment of these characteristics, the Company
believes it continues to be appropriate to aggregate these components into one reporting unit.

 Commitments and Significant Contractual
Obligations, page 43

2.
We note your statement, “The indebtedness for our revolver and term loan shown above exclude interest payments due because those instruments have floating rate
debt.” Tell us what consideration you gave to providing an estimate for interest related to your variable rate obligations. We assume an estimate could be made using rates based on a certain date.

RESPONSE:     The contractual obligations table in the Company’s Form 10-K for the fiscal year ended
December 28, 2012 includes scheduled principal payments on the Company’s indebtedness; however, due to the uncertainty of forecasting expected variable interest rates under the revolving credit facility portion and term loan portion of the
Company’s senior secured credit facilities and expected borrowing levels under the revolving credit facility portion of the Company’s senior secured credit facilities, the Company determined not to include amounts in the contractual
obligations table related to expected interest payments on the Company’s senior secured credit facilities. In response to the Staff’s comment, in future filings, and so long as these uncertainties continue to exist, the Company proposes to
add a footnote to the contractual obligations table providing additional information in this footnote disclosing amounts borrowed under the revolving credit facility portion and term loan portion of the Company’s senior secured credit

 2

facilities, interest rate ranges for the most recently completed fiscal year and historical interest expense relating to such instruments for the most recently completed fiscal year. The Company
proposes to include footnote disclosure to the contractual obligations table substantially similar to the following:

Due to the uncertainty of future interest rates on borrowings under each of the revolving credit facility and term loan portions of
our senior secured credit facilities and the uncertainty of the level of borrowings under the revolving credit facility portion of our senior secured credit facilities, future interest payments on such indebtedness are not included in the above
table. At December 28, 2012, we had borrowings of $75.0 million under the revolving credit facility portion of our senior secured credit facilities and borrowings of $38.0 million under the term loan portion of our senior secured credit
facilities. During the fiscal year ended December 28, 2012, the interest rate on the revolving credit facility portion of our senior secured credit facilities ranged from 3.25% to 3.75% and the interest rate on the term loan portion of our
senior secured credit facilities was 3.25%. During the year ended December 28, 2012, we incurred interest expense of $1.4 million and $1.4 million, respectively, as a result of borrowings under the revolving credit facility portion of our
senior secured credit facilities and the term loan portion of our senior secured credit facilities. See Note 11 “Debt Obligations” to our consolidated financial statements for further information.

Note 10 – Goodwill and Other Intangible Assets, page 62

3.
We note your customer relationships being amortized over a period of six to thirteen years. In that regard, please explain to us in further detail how the useful lives
of your customer relationships are determined.

 RESPONSE: The Company uses a third party valuation firm to
assist the Company in its valuation of intangibles and its assessment of the appropriate useful lives of identified intangibles. The Company’s third party valuation firm has used the income approach, excess earnings method, to calculate the
value of the customer relationships based on an acquired entity’s cash flow projections for those customers. In this method, the fair value of the asset reflects the present value of the stream of net cash flows that is expected to be generated
by the asset over the projection period. The net cash flow is the net sales attributable to the existing customer relationships for products that were available to the customers as of the acquisition date, less cost of goods sold, operating
expenses, and charges for the use of other assets. The Company, after taking into account the input from the valuation firm, determined the estimated useful life of the customer relationship to be the period from the acquisition date until the point
when 95% of the estimated cash flows are expected to be realized, which the Company believes is consistent with common valuation practices.

Note 11 – Debt Obligations, page 63

4.
 Refer to your disclosure, “Upon entering into the New Credit Agreement, the Company wrote off deferred financing fees of approximately $237
related to a portion of the Credit Agreement, as this part of the transaction was considered an extinguishment of existing

 3

debt. The remaining deferred financing fees from the Company’s previous credit facility of approximately $773 will be amortized over the life of the New Credit Agreement as this was
considered a modification of existing debt.” Provide to us your comprehensive accounting analysis which supported accounting for the New Credit Agreement as part extinguishment and part non-substantial modification of existing debt.

 RESPONSE:     The Company’s New Credit Agreement is considered a loan syndication
as defined in the ASC Master Glossary. The Company did not consider this to be a troubled debt situation. As such, in applying ASC 470-50-40-12 the Company performed a calculation for each individual creditor. The Company selected a policy to use
the gross method for purposes of applying this test in connection with the term loan portion of the Company’s senior secured credit facilities. In revisiting its analysis in responding to this comment, the Company noted a calculation error for
one of the creditors, which changes the Company’s conclusion so that the New Credit Agreement should be treated as a modification instead of an extinguishment. This would mean the entire New Credit Agreement is a modification of existing debt
and the Company incorrectly expensed the $237,000 during the quarter ended June 29, 2012.

 The Company has
assessed the impact of the above-described error on the Company’s financial statements, including pre-tax income, net income and net income per diluted share, for the quarters ended June 29, 2012, September 28, 2012 and
December 28, 2012 and for the fiscal year ended December 28, 2012, and has concluded that the error would not be material to the Company’s financial statements for any of those periods.

In SEC Staff Accounting Bulletin No. 99 – Materiality (“SAB No. 99”) the Staff stated its view that a matter
is material if there is a substantial likelihood that a reasonable person would consider it important and that in assessing materiality, one must consider both “quantitative” and “qualitative” factors. SAB No. 99 goes on to
cite the Financial Accounting Standards Board’s Statement of Financial Accounting Concepts No. 2, in which the Financial Accounting Standards Board (“FASB”) stated the essence of the concept of materiality as follows: “[t]he
omission or misstatement of an item in a financial report is material if, in light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been
changed or influenced by the inclusion or correction of the item.”

 Consistent with the Staff’s views
expressed in SAB No. 99, the Company, in making its determination that the error was not material to the Company’s financial statements, considered the error both in numerical or percentage terms, and in light of the surrounding
circumstances. The error would not have changed the Company’s previously reported levels of pre-tax income, net income or net income per diluted share by more than 5% in any of the quarterly periods referenced above or for the fiscal year ended
December 28, 2012. Nor does the Company anticipate that properly accounting for the expense (e.g. amortizing the $237,000 over the remaining term of the New Credit Agreement rather than expensing it all in the second quarter of 2012) would
change the Company’s future results by more than 1%. Had the Company not expensed the $237,000 in the second quarter of fiscal 2012, but rather amortized that amount over the life of the New Credit Agreement, the Company would have incurred
approximately $47,000 per fiscal year, on a pre-tax basis, of additional expense over the remaining life of the New Credit Agreement. The Company believes that this additional expense would not be quantitatively material to the Company’s future
financial statements. Moreover, the Company also considered the following qualitative factors in concluding that the error was not material:

•

 The error was not made intentionally.

 4

•

 The error was not an attempt by the Company to “manage” the Company’s earnings or to hide a failure to meet analysts’
consensus expectations for the Company.

•

 The error did not mask a change in the Company’s performance or in important business or financial trends.

•

 No losses were turned to gains or vice versa as a result of the error.

•

 The error did not affect loan covenants or other contractual obligations.

•

 The error did not affect the Company’s compliance with regulatory requirements.

•

 The error did not have the effect of increasing management’s compensation.

•

 The error did not involve the concealment of an unlawful transaction.

After considering the quantitative impact of the error and the qualitative factors described above, the Company believes that the
error was not material to the Company’s financial statements for the Company’s second, third or fourth quarters of fiscal 2012 or for the Company’s 2012 fiscal year and that the error is not material to the Company’s future
financial statements.

 Note 12 – Stockholders’ Equity, page 65

5.
Please tell us and revise your disclosure to provide total compensation cost related to non-vested awards not yet recognized and the weighted-average period over which
total compensation cost is expected to be recognized. Also, tell us and disclose if any compensation cost related to your restricted share awards has been capitalized. Refer to the stock compensation disclosure requirements beginning at ASC
718-10-50-2h and 2i.

 RESPONSE:     At December 28, 2012, the Company had 215,979
unvested shares of restricted common stock outstanding. At December 28, 2012, the total unrecognized compensation cost for these awards was $3,782,387, and the weighted-average remaining useful life was approximately 25 months. Of this total,
$3,418,553 related to shares with time-based vesting provisions and $363,835 related to shares with performance-based vesting provisions. At December 28, 2012, the weighted-average remaining useful lives were approximately 26 months for the
time-based vesting shares and 18 months for the performance-based vesting shares.

 In addition, in response to the
Staff’s comment, no compensation expense related to the Company’s restricted share awards has been capitalized.

The Company intends to include the disclosure in this response in its future filings.

 5

 Definitive Proxy Statement on Schedule 14A filed April 3, 2013

Executive Compensation, page 19

Long-Term Equity Compensation, page 28

6.
We note that you disclose the number of shares of time-based and performance-based vesting res

April 15, 2013

Via E-mail
Christopher Pappas
Chairman, President and Chief Executive Officer
100 East Ridge Road
Ridgefield, Connecticut  06877

Re: The Chefs’ Warehouse , Inc.
 Form 10-K for the Fiscal Year Ended December 28 , 2012
Filed March 13 , 201 3
Definitive Proxy Statement on Schedule 14A
Filed April 3, 2013
File No.  1-35249

Dear Mr . Pappas :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the reques ted information, or by advising us when you will provide the requested
response.   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 reviewin g any amendment to your filing s and the information you provide in
response to these  comments we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 28, 2012

Critical Accounting Policies, page 35

Valuation of Goodwill  and Intangible Assets, page 36

1. We have read your disclosure that you have a single reporting unit for the purposes of
testing goodwill. In light of your geographical diverse markets including the various
acquisitions since your initial public offering, p lease tell us why you do  not have multiple
operating segments given your geographic diversity. If you believe you only have one
operating segment but multiple components within that segment, please explain to us in
detail how such components have similar e conomic characteristics.  Note that a  reporting
unit is an operating segment or, if an operating segment consists of two or more

Christopher Pappas
The Chefs’ Warehouse, Inc .
April 15 , 2013
Page 2

 component businesses, a reporting unit is potentially the business unit that is one level
below the operating segment level. Re porting units are those component business units if
discrete financial information exists for them, segment management regularly reviews
their operating results. Refer to ASC 350 -20-35-33 to 38.

Commitments and Significant Contractual Obligations, page 43

2. We note your statement, “The indebtedness for our revolver and term loan  shown above
exclude interest payments due because those instruments have floating rate debt.”  Tell us
what consideration you gave to providing an estimate for interest related to your variable
rate obligations.  We assume an estimate could be made using rates based on a certain
date.

Note 10 – Goodwill and Other Intangible Assets, page 62

3. We note your customer relationships being amortized over a period of six to thirteen
years.  In that regard, please explain to us in further detail how the useful lives of your
customer relationships are determined.

Note 11 – Debt Obligations, page 63

4. Refer to your disclosure, “Upon entering into the New Credit Agreement, the Company
wrote of f deferred financing fees of approximately $237 related to a portion of the Credit
Agreement, as this part of the transaction was considered an extinguishment of existing
debt. The remaining deferred financing fees from the Company’s previous credit facili ty
of approximately $773 will be amortized over the life of the New Credit Agreement as
this was considered a modification of existing debt.”  Provide to us your comprehensive
accounting analysis which supported accounting for the New Credit Agreement as p art
extinguishment and part non -substantial modification of existing debt.

Note 12 – Stockholders’ Equity, page 65

5. Please tell us and revise your disclosure to provide total compensation cost related to
non-vested awards not yet recognized and the weig hted-average period over which total
compensation cost is expected to be recognized.  Also, tell us and disclose if any
compensation cost related to your restricted share awards has been capitalized. Refer to
the stock compensation disclosure requirements begin ning at ASC 718 -10-50-2h and 2i.

Christopher Pappas
The Chefs’ Warehouse, Inc .
April 15 , 2013
Page 3

Definitive Proxy Statement on Schedule 14A filed April 3, 2013

Executive Compensation, page 19

Long -Term Equity Compensation, page 28

6. We note that you disclose the number of shares of time -based and performance -based
vesting restricted stock each executive officer received.   Please expand your disclosure to
explain the reason and basis for the allocation of these awards to each executive  officer in
the stated amounts, including the manner in which the Compensation Committee set the
percentages of base salary on which the awards were based and determined that Mr.
Austin should receive 100,000 shares of restricted stock upon his hiring.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Robert Babula, Staff Accountant,  at (202) 551 -3339 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Scott Anderegg , Attorney -Advisor,  at (202) 551 - 3342 or Lilyanna Peyser , Special Counsel , at
(202) 551 - 3222 if you have questions regarding any other comments.  Please contact me at
(202) 551 -3377 with any other questions.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

April 15, 2013

Via E -mail
Christopher Pappas
Chairman, President and Chief Executive Officer
The Chefs’ Warehouse, Inc.
100 East Ridge Road
Ridgefield, Connecticut 06877

Re: The Chefs’ Warehouse, Inc.
  Registration Statement on Form S-3
Filed  March 18, 2013
File No.  333-187348
Registration Statement on Form S -4
Filed  March 18, 2013
  File No.  333-187349

Dear Mr. Pappas:

We have limited our review of your registration statements  to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statements and providing t he
requested information .  Where 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 registration statements and the information you
provide in response to these  comments, we may have  additional comments.

General

1. To the extent comments issued in our review of your registration statement s on Form s S-
3 and S -4 also apply to  your annual report on Form 10 -K for the f iscal year ended
December 31, 201 2, please revise your Form  10-K accordingly. Similarly, to the extent
comments issued in our review of your Form 10 -K also apply to  your registration
statement s on Form s S-3 and S -4, please revise the latter filing s accordingly. Please note
that we will  not be in a position to consider a request for acceleration of effectiveness of
your registration statement s until we resolve all issues concerning your Form 10 -K.

Christopher Pappas
The Chefs’ Warehouse , Inc.
April 15, 2013
Page 2

 2. In your next periodic report filed with the Commissi on, please include a risk factor
discussing the price volatility of your common stock , or advise us why you believe this
does not constitute a material risk.
Form S -3
Description of Debt Securities, page 10
Modification and waiver, page 14
3. We note your dis closure in the fifth bullet that you may add guarantors and the provisions
in your indentures permitting the addition of guarantors.  We further note that any
guarantor you decide to add would be deemed an issuer of a security.  In this regard,
please advi se us how any such guarantor would comply with Section 5 of the Securities
Act.
Signatures, page II -5
4. Please amend your filing to include the signature of your controller  or principal
accounting officer.   This comment also applies to your Form S -4.  Please r efer to the
Signatures sections of Form S -3 and Form S -4 and the related instructions.
Form S -4
Risk Factors, page 3
5. Refer to the second introductory paragraph.  Eliminate the language indicating the r isk
factors identified  in this section  are not the only ones facing the company and that
additional risks that currently are unknown or immaterial may also significantly impair
your business, financial condition and results of operations. All material risks should be
described.  If risks are not deemed material, registrants should not reference them.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the informatio n the Securities Act of 193 3 and all
applicable Securities  Act rules require.   Since the company and its management are in possession
of all facts relating to a company’s disclosure, they are responsible for the accuracy and
adequacy of the disclosures the y have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, act ing pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

Christopher Pappas
The Chefs’ Warehouse , Inc.
April 15, 2013
Page 3

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the  filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the regi stration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Scott Anderegg, Staff Attorney,  at (202) 551-3342  or Lilyanna Peyser,
Special Counsel,  at (202) 551 -3222  or me at (202) 551 -3720 with any questions.

Sincerely,

 /s/ Lilyanna L. Peyser for

  Mara L. Ransom
Assistant Director

CORRESP
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July 25, 2011

Via EDGAR and Facsimile (202) 772-9220

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention: H. Christopher Owings

    Re:

    Request for Acceleration of Effectiveness of Registration Statement on Form S-1

(Registration No. 333-173445) of Chefs’ Warehouse Holdings, LLC, a Delaware limited liability company (the “Company”)

Ladies and Gentlemen:

     As representatives of the several underwriters of the Company’s proposed initial public offering of
8,000,000 common shares, we hereby join the Company’s request for acceleration of effectiveness of
the above-referenced registration statement to 2:00 p.m. (Washington, D.C. time) on July 27, 2011, or as soon thereafter as is practicable.

     Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we
wish to advise you that we have effected the following distribution of the preliminary prospectus
relating to the initial public offering of the Company, dated July 15, 2011, through the date
hereof:

     Preliminary Prospectus dated July 15, 2011

     4,646 copies to prospective underwriters, institutional investors, dealers and others.

     The undersigned advises that the underwriters have complied and will continue to comply with
Rule 15c2-8 under the Securities Exchange Act of 1934.

[The remainder of this page is intentionally left blank.]

    Very truly yours,

    JEFFERIES &
COMPANY, INC.

BMO CAPITAL MARKETS CORP.

WELLS FARGO SECURITIES, LLC

BB&T CAPITAL MARKETS, a division of SCOTT &

     STRINGFELLOW, LLC

CANACORD GENUITY INC.

    On behalf of themselves and as representatives of the
several underwriters

    By:

    JEFFERIES & COMPANY, INC.

    By:

    /s/ James R. Walsh

         James R. Walsh

     Managing Director

    By:

    BMO CAPITAL MARKETS CORP.

    By:

    /s/ Phillip Winiecki

         Phillip Winiecki

     Managing Director

    By:

    WELLS FARGO SECURITIES, LLC

    By:

    /s/ David Herman

         David Herman

     Director

Signature Page

Acceleration Request Letter

CORRESP
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Chefs’ Warehouse Holdings, LLC

100 East Ridge Road

Ridgefield, Connecticut 06877

(203) 894-1345

July 25, 2011

VIA
EDGAR & Facsimile (202) 772-9220

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0303

Attention: Mr. H. Christopher Owings

    Re:

    Chefs’ Warehouse Holdings, LLC

Registration Statement on Form S-1, File No. 333-173445

Mr. Owings:

     On behalf of Chefs’ Warehouse Holdings, LLC (the “Registrant”) and pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, I hereby request acceleration of the
effective date of the Registration Statement to 2:00 p.m. Eastern Time on Wednesday, July 27, 2011,
or as soon thereafter as is practicable.

     The disclosure in the referenced filing is the responsibility of the Registrant. The
Registrant represents to the U.S. Securities and Exchange Commission (the “Commission”) that should
the Commission, or the staff acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing, and the
Registrant represents that it will not assert staff comments or the action of the staff to declare
the filing effective as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

     The Registrant further acknowledges that the action of the Commission or the staff, acting
pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

     If you have any questions, please feel free to contact the undersigned at (203) 894-1345 or
our outside counsel, F. Mitchell Walker, Jr., by telephone at (615) 742-6275 or by e-mail at
mwalker@bassberry.com or, in his absence, D. Scott Holley by telephone at (615) 742-7721 or by
e-mail at sholley@bassberry.com. Thank you for your cooperation and prompt attention to this
matter.

    Sincerely,

    CHEFS’ WAREHOUSE HOLDINGS, LLC

    By:

    /s/ Alexandros Aldous

    Name: Alexandros Aldous

Title:   Legal Services Director

July 14, 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. 3 to Registrati on Statement on Form S-1
Filed July 14, 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.
 Capitalization, page 30

1. Please revise to provide another column alongs ide the “as adjusted” column to reflect the
borrowing of $8.9 million under your existing revo lving credit facility, and the repayment
thereof as described in “Use of Proceeds,” in connection with your acquisition of certain
assets of Harry Wils & Co. on June 24, 2011.

Description of Our Indebtedness, page 85
 New Senior Secured Credit Facilities, page 85

2. Please disclose the approximate amount that you estimate will be outstanding under your
new revolving credit facility as of  the consummation of the offering.

Christopher Pappas Chefs’ Warehouse Holdings, LLC July 14, 2011 Page 2

 Note 9 – Leases, page F-16

3. Refer to your disclosure where you state, “One of our subsidiaries, Dairyland USA
Corporation, subleases one of its distributi on centers from an en tity controlled by our
founders, The Chefs’ Warehouse Leasing C o., LLC. The Chefs’ Warehouse Leasing Co.,
LLC leases the distribution center from the New York City Industrial Development
Agency.  In connection with this sublease arrangement, Dairyland USA Corporation and
two of the Company’s other subs idiaries are required to act as guarantors of The Chefs’
Warehouse Leasing Co., LLC’s mortgage ob ligation on the distri bution center. The
mortgage payoff date is December 2029 and th e potential obligation under this guarantee
totaled $11.7 million at March 25, 2011….”  Pl ease tell us if you have recognized a
liability for this guarantee pursuant to AS C 460-10-25-4 and 460-10-55-23.  If not, please
explain, or revise.
 Exhibit 5.1

4. We note the disclosure in the prospectus that the c onversion of Chefs’ Warehouse
Holdings, LLC into The Chefs’ Warehouse, Inc. will be consummated prior to the
effectiveness of the registration statement.  Counsel’s opinion mu st speak as of the
effectiveness of the registration statement.  Accordingly, please revi se the first sentence
of the first paragraph and delete the third paragraph, because the events being assumed
will have occurred prior to the effectiveness of the registration statement.  Please also delete qualifications (i) and (iii ) in the penultimate paragraph.   Please also revise opinion
(2) in the penultimate paragraph to state th at the Shares to be sold by the Selling
Stockholders “are validly issue d, fully paid and nonassessable.”

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.

Christopher Pappas Chefs’ Warehouse Holdings, LLC July 14, 2011 Page 3

 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

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

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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

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

May 10, 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
Registration Statement on Form S-1 Filed April 12, 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.
 General

1. Please revise throughout the prospectus to in clude all information that may not properly
be excluded under Securities Act Rule 430A.  Please allow us sufficient time to review
your complete disclosure prior to any di stribution of prelim inary prospectuses.

2. Please file or submit all of your exhibits w ith your next amendment, or as soon as
possible.  Please allow us sufficient time to  review such exhibits prior to requesting
acceleration of the effectiveness of  the registration statement.

3. Prior to the effectiveness of the registration statement, please arrange to have FINRA call
us or provide us with a letter indica ting that FINRA has cleared the offering.

4. We note the statement in the Explanatory Note, “Prospectus Summary—Reorganization
Transaction” and “Certain Relationshi ps and Related-Party Transactions—

Christopher Pappas Chefs’ Warehouse Holdings, LLC May 10, 2011 Page 2

 Reorganization Transaction” that Chefs’ Warehouse Holdings, LLC will be converted
into Chefs’ Warehouse, Inc. prior to the e ffectiveness of the registration statement.
However, in “Selected Consolidated Fina ncial Data,” “Management’s Discussion and
Analysis of Financial Condition and Results  of Operations—Our Reorganization” and
“Description of Our Capital Stock—Our Reor ganization,” you state that the conversion
will occur prior to the consummation of th e offering.  Please revise throughout the
registration statement to consistently disclose  the timing of the reor ganization transaction.
 Outside Front Cover Page of Prospectus

5. Please disclose in the first paragraph any affiliation between you and the selling
stockholders.
 Inside Front Cover Page of Prospectus

6. Please provide a copy of any inside cover gr aphics that you intend to include in the
prospectus.
7. Investors may also rely on information contai ned in a free writing prospectus issued by
you.  Accordingly, please revise the first tw o sentences of the paragraph following the
table of contents.
 Prospectus Summary, page 1

8. Please disclose, in this section and in “Our Business,” whether your competitive
assertions listed below are based on inde pendent analysis or your management’s
reasonable belief.  If an assertion is based on independent analysis, then please disclose
the source of such analysis.  If an asse rtion is based on your management’s reasonable
belief, then please disclose your basis for such belief.  With respect to the assertion listed
in the second bullet below, please disclose  the specific metric by which you describe
yourself as “the largest.”

• You have a superior selection of distinc tive and hard-to-find specialty food products;
superior product knowledge; and superior customer service, compared to other
foodservice distributors.
• You are the largest distri butor of specialty food pr oducts in the New York,
Washington, D.C., San Francisco and Los Angeles culinary markets.

• You are the primary distributor of specia lty food products to the majority of your
customers.

9. Refer to your statement, “Since 2008, we have  achieved net revenue, earnings before
interest, taxes, depreciation and amortiza tion, or EBITDA, and net income compound

Christopher Pappas Chefs’ Warehouse Holdings, LLC May 10, 2011 Page 3

 annual growth rates, or CAGRs, of 8.3% , 50.4% and 168.9%, respectively, as of
December 24, 2010.”  Please also disclose the dollar changes in such measurements for the fiscal 2009 and 2010 reporting periods.  La stly, please provide a cross reference to
your non-GAAP EBITDA disclosures presented on pages 9 and 10 of the prospectus.
 Summary Consolidated Fi nancial Data, page 7

10. We note your inclusion of “Pro Forma, As Ad justed Data” on page 7 and “Pro Forma as
Adjusted net income available to common stoc kholders” reconciliation on page 9.  Please
revise to disclose, on page 7, that the Pro Forma information was prepared in accordance
with Article 11 of Regulation S-X.
11. Please provide full pro forma financial statemen ts prepared in accordance with Article 11
of Regulation S-X, which separately present the pro forma impact of the redemption of
Class A units, the Corporate Re organization next, then the sa le of your common shares in
your initial public offering, and the repayment of long term debt and the procurement of
new senior secured credit facility so that readers can understand the impact of each of
these transactions on your capit alization and results of opera tions, or advise us why pro
forma financial statements are unnecessary.
12. We note the $68.3 million redemption of your Class A units on October 22, 2010. Please
explain to us, and clarify in your footnot e disclosures here and elsewhere in the
prospectus, the terms of Class A units includ ing their redemption feat ure(s).  Please also
indicate why the redemption amount significantly exceeded the $45.8 million carrying amount upon redemption and why the excess was accounted for as a dividend and whether earnings available for common sharehol ders was also reduce d.  Please also tell
us, and disclose, if the pro forma earnings pe r share data has given effect to the number
of shares whose proceeds would be necessary to pay the excess distri bution to the extent
that it exceeds the current year earnings.  Al so, provide a cross refe rence to footnote 2 on
page F-8 where you disclose the effect on your pro forma net income available to
common shares.
13. Please show us and disclose how you calcula ted pro forma earnings per share on “as
adjusted” and on “pro forma as adjusted” basis.
14. Refer to your pro forma adjustment 2 disclosu re on page 8.  Please note that pro forma
income statement adjustments must be f actually supportable and have a continuing
impact to be included in your pro forma re sults.  Please tell us why you believe your
planned refinancing transaction, as disclosed on page 4, is fa ctually supportable at this
time, and should be included in your pro forma results, or revise.
15. Please ensure the number of shares in your pro forma diluted weighted average common
shares outstanding calculation include shares that were previously excluded because of
their anti-dilutive effect.  In this regard, we note the elimin ation of the dividends on your

Christopher Pappas Chefs’ Warehouse Holdings, LLC May 10, 2011 Page 4

 Class A units will reverse the net losses for your fiscal years ended December 24, 2010,
and December 26, 2008 in your pro forma financial statements.
16. Please provide a more comprehensive discussi on regarding the exchange ratio of units
into common stock and how it was determined and clarify in the di sclosures if and how
the exchange ratio will vary ba sed on the offering price.
 Risk Factors, page 11

 Risks Relating to Our Business and Industry, page 11

 Our substantial indebtedness may limit our ability to  invest in the ongoing needs of our business,
page 16

17. If you enter into your new senior secured credit facilities prior to th e effectiveness of the
registration statement, then pleas e update this risk factor to  disclose the specific amount
of additional indebtedness that may be incurr ed pursuant to the new senior secured credit
facilities.
 Risks Relating to this Offering, page 21

18. Please add a risk factor to explain the risks associated with your qualification for, and
potential reliance on, the “controlled co mpany” exemption offered by the NASDAQ
Listing Rules.
 Use of Proceeds, page 27

19. Please disclose in the third paragraph the dol lar amount of the Class A units redeemed in
October 2010.

20. Because you are using proceeds to redeem all of your outstanding senior subordinated
notes due 2014, and you incurred this debt w ithin one year, please describe the use of
proceeds from the notes.  See Instruct ion 4 to Item 504 of Regulation S-K.

21. Please disclose in the first bullet point follo wing the third paragr aph the amount of the
call premium, which you disclose in “D escription of our Indebtedness—Senior
Subordinated Notes” to be approximately $0.8 million.
22. Please clarify whether you intend to use net proceeds to repay all of your outstanding
loans under the senior secured credit facili ties, assuming a sufficient amount of net
proceeds, or, even if you receive a sufficient amount of net proceeds, you intend to repay
only a portion of outstanding loans under the senior secured credit facilities and intend to
use the remainder for general corporate purposes .  Please note that if you have no current

Christopher Pappas Chefs’ Warehouse Holdings, LLC May 10, 2011 Page 5

 specific plan for a significant amount of the pr oceeds, you should state so in this section
and discuss the principal reasons for the offering.  See Item 504 of Regulation S-K.
 Dividend Policy, page 28

23. If any portion of your existing senior secu red credit facilities w ill remain outstanding
after the consummation of the offering, then  please disclose any restrictions on
declaration and payment of dividends impos ed by the existing senior secured credit
facilities.  See Item 201(c)(1) of Regulation S-K.
 Selected Consolidated Financial Data, page 32

24. Please tell us and disclose what is netted  against revenues here and in Statement of
Operations on page F-4.  Further, please tell us and disclose the nature of the gain on
settlement of $1,100 for your fiscal year ended December 28, 2007.

25. Please disclose cash dividend declared per common unit for all periods presented. See
Item 301 of Regulation S-K.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
34

26. Please discuss any known trends, demands, commit ments, events or uncertainties that are
reasonably likely to have a ma terial impact on your liquidity, capital resources or results
of operations or that would cause reported fi nancial information not to be necessarily
indicative of future operating results or of future financial condition.  For example, we
note your disclosure in “Risk Factors” on page 12 that volatile food costs have a direct
impact on your profitability.  Please discuss any known trends regarding food cost price
movements or the other factors that you reasona bly expect will have a material impact on
your profits.  See Item 303(a)(1 )-(3) of Regulation S-K, Inst ruction 3 to Item 303(a) of
Regulation S-K, Section III.B of Release No. 33-6835 (May 18, 1989), Section II.A.1 of
Release No. 33-8056 (January 22, 2002) a nd Section III.B of Release No. 33-8350
(December 19, 2003).
 Critical Accounting Policies, page 36

 Inventory valuation, page 36

27. We note you maintain reserves for slow-moving a nd obsolete inventories.   In this regard,
please tell us and disclose a roll-forward sc hedule of your inventory reserve amounts, to
the extent material, for all periods presented, in a footnote or in a supplemental Schedule
II in accordance with Rule 5-04 of Regulation S-X.

Christopher Pappas Chefs’ Warehouse Holdings, LLC May 10, 2011 Page 6

 Valuation of Goodwill and Intangible Assets, page 36

28. We note that goodwill represents approximately  14% of your assets as of December 24,
2010.  In light of the significance of your goodw ill balance, we expect a more robust and
comprehensive disclosure both in your foot note and in your critical accounting policies
regarding your impairment tes ting policy.  This disclosure should provide investors with
sufficient information about management's in sights and assumptions with regard to the
recoverability of goodwill.  Specifically, plea se disclose the following information for
each of your reporting unit:

• Percentage by which fair value exceeded car rying value as of the most recent step-
one test.

• Description of key assumptions  that drive fair value.

• Discussion of the uncertainty associated w ith the key assumptions and any potential
events and/or circumstances that could have a negative effect.

Otherwise, please disclose in your critical accounting policies that your reporting unit is
not at risk of failing step one of the goodwill impairment test.

29. We note your disclosure that you test goodwill im pairment at the consolidated level and
that you have one single repor ting unit.  Please tell us and disclose how you reasonably
determined that you have one reporting unit for goodwill impairment purposes in light of the six different geographic markets you serv e in the U.S. and different operating
locations as disclosed in “Our Business—Ou r Customers and the Markets We Serve.”
Please note that a reporting unit is to be at the operating segment leve l or one level below
for the purpose of goodwill impairment testing.
 Results of Operations, page 37

30. Please expand your discussion under result s of operations for all periods to:

• Quantify each factor you cite as impac ting your operations, in cluding quantifying the
effects due to sales volume versus those due to pricing.  For example, you disclose
the increase in net sales for the fiscal year ended December 24, 2010 was primarily
due to the continued growth of demand for specialty food products in general,
increased market share as a result of your focus on service and value-added services
and the opening of a new distribution cen ter, without quant ifying the impact
attributed to each component.

• Describe unusual or infrequent events, si gnificant economic changes, and significant
components of revenue and expenses. For exam ple, your discussion of the increase in
net sales for the fiscal year ended De cember 24, 2010 does not explain why there was

Christopher Pappas Chefs’ Warehouse Holdings, LLC May 10, 2011 Page 7

 a continued growth of demand for specialty food products in genera l and whether this
may continue in the future and the impact on future sales.

Please note that these examples are not meant to represent an all-inclusive list of where
your MD&A should be improved.  We enc ourage you to provide quantification of
amounts and further clarification throughout your discussion.  See Item 303(a)(3) of
Regulation S-K.
 Fiscal Year Ended December 24, 2010 Compared  to Fiscal Year Ended December 25, 2009,
page 38
 Net Sales, page 38

31. Please also disclose separately the dollar impact on your sales due to existing and new
customers.  Based on your disclosures in “—Overview,” it appears you are monitoring
trends in sales derived from new and existing customers in evaluating your performance.
 Gross Profit, page 38

32. Please clarify how the mix of net sales change d and describe the factors for such change.

Liquidity and Capital Resources, page 40

33. Please disclose the available capacity of the re volving credit facility  as of December 24,
2010.  See Item 303(a)(1) of Regulation S-K.
34. Refer to the last three paragraphs of this subsection.  Please expand your cash flow from
operating activities discussion to provide th e substantive factors that significantly
affected the operating cash flows, including the underlying reasons that lead to the
changes in these factors.
35. We note the statement in the sixth paragraph

CORRESP
1
filename1.htm

corresp

April 13, 2011

Professional Practice Group

Office of the Chief Accountant

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Mr. Michael Husich

Chefs’ Warehouse Holdings, LLC Form S-1

Dear Mr. Husich:

With
regard to the Form S-1 registration statement (File No. 333-173445) (the “Registration
Statement”) filed by Chefs’ Warehouse Holdings, LLC (“Issuer”) with the Securities and Exchange
Commission (the “Commission”), as amended, Issuer hereby acknowledges its responsibilities that its
audited financial statements included in its filings with the Commission must be audited by an
accountant that is independent within the meaning of Rule 2-01 of Regulation S-X and related
professional standards.

Issuer further acknowledges that:

    •

    Should the Commission or the staff, acting pursuant to delegated authority, declare the
Registration Statement effective, it does not foreclose the Commission, or the staff, from
taking any action with respect to the filing; and

    •

    The action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the Registration Statement effective, does not relieve the Issuer from its full
responsibility for the adequacy and accuracy of the disclosure in the filing.

Issuer represents that should the Commission or the staff, acting pursuant to delegated authority,
declare the Registration Statement of the Issuer effective, containing financial statements audited
by BDO USA, LLP, or should the staff consult with the Issuer or provide the Issuer with its views
regarding the disclosure of auditor independence issues, issuer and its agents and assigns will not
assert any of these actions as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

Sincerely,

Kenneth Clark

Chief Financial Officer

100 East Ridge Road, Ridgefield, Connecticut 06877

Main Number: (203) 894-1345

    Tel:     212-885-8000

    100 Park Avenue

    Fax:     212-697-1299

    New York, NY 10017

    www.bdo.com

April 11, 2011

Professional Practice Group

Office of the Chief Accountant

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Mr. Mike Husich

Chef’s Warehouse Holdings, LLC

Dear Mr. Husich:

BDO USA, LLP (the “Firm”) hereby acknowledges that the auditor of any audited financial statements
that are to be included in filings with the Securities and Exchange Commission must be independent
for purposes of the federal securities laws and the rules and regulations thereunder, including
Rule 2-01 of Regulation S-X. The Firm further acknowledges that:

    •

    Should the Commission or the staff, acting pursuant to delegated authority, declare
the filings of Chef’s Warehouse Holdings, LLC., the (“Issuer”) that include financial
statements audited by the Firm effective, it does not foreclose the Commission , or staff,
from taking any action with respect to the Firm:

    •

    The action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filings of Issuer that include financial statements audited by the Firm
effective, does not relieve the Firm from its full responsibility to comply with the
federal securities laws and the rules and regulations thereunder;

We refer to the recent communication between the SEC staff and the Issuer relating to the
assessment of the Firm’s independence, in connection with certain valuation services provided by
Trenwith Valuation, LLC, an affiliate of the Firm in connection with the 2008 acquisition of
American Gourmet Foods, Inc. by the Issuer. In response to the Staff’s request concerning the above
matter, the Firm represents that, if the SEC or the staff acting pursuant to delegated authority,
declare the filings of the Issuer that include financial statements audited by Firm effective, the
Firm, partners, agents, employees, and assigns, will not assert this action or this letter as a
defense, nor will it cite or use this letter and related communications in any proceeding initiated
by the SEC or any person pursuant to the federal securities laws.

Sincerely,