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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
| 1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock | Â (1) | Â (1) | Common Stock | 7,667,768 | $ (1) | I (2) | See Footnote (2) |
| Series X Preferred Stock | Â (3) | Â (3) | Common Stock | 222,627 | $ (3) | I (4) | See Footnote (4) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FERREIRA JOSE JR C/O GOODE PARTNERS LLC 767 THIRD AVENUE, 22ND FLOOR NEW YORK, NY 10017 |
 X |  X |  | Member 10% Owner Group |
| /s/ Sharon Russell, attorney-in-fact | 07/23/2012 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The series A preferred stock of Chuy's Holdings, Inc. (the "Company") will automatically convert on a one-for-one basis into shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") prior to the closing of the Company's initial public offering. Prior to the automatic conversion, a holder may voluntarily convert the series A preferred stock on a one-for-one basis into shares of Common Stock. The series A preferred stock has no expiration date. |
| (2) | Represents shares held directly by Goode Chuy's Holdings, LLC ("Goode Chuy's"). Mr. Ferreira is a member of Goode Investors I LLC, the general partner of Goode Partners Consumer Fund I, L.P., which is the managing director of Goode Chuy's. Mr. Ferreira may be deemed to indirectly beneficially own the shares held by Goode Chuy's because of his affiliation with Goode Chuy's but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein. |
| (3) | The series X preferred stock of the Company will automatically convert on a one-for-one basis into shares of Common Stock prior to the closing of the Company's initial public offering. Prior to the automatic conversion, a holder may voluntarily convert the series X preferred stock on a one-for-one basis into shares of Common Stock. The series X preferred stock has no expiration date. |
| (4) | Represents shares held directly by Goode Chuy's Direct Investors, LLC ("Goode Direct"). Mr. Ferreira is a member of Goode Investors I LLC, the general partner of Goode Partners Consumer Fund I, L.P., which is the majority unitholder of Goode Direct. Mr. Ferreira may be deemed to indirectly beneficially own the shares held by Goode Direct because of his affiliation with Goode Direct but disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interests therein. |
|  Remarks: Exhibit List: Exhibit 24 - Power of Attorney | |