SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Goode Chuy's Holdings, LLC (Last) (First) (Middle) C/O GOODE PARTNERS LLC 767 THIRD AVENUE, 22ND FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/23/2012	3. Issuer Name and Ticker or Trading Symbol CHUY'S HOLDINGS, INC. [ CHUY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Member of 10% Owner Group	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock	7,667,768	(1)	D(2)
Series X Preferred Stock	(3)	(3)	Common Stock	222,627	(3)	D(4)

1. Name and Address of Reporting Person* Goode Chuy's Holdings, LLC (Last) (First) (Middle) C/O GOODE PARTNERS LLC 767 THIRD AVENUE, 22ND FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of 10% Owner Group

1. Name and Address of Reporting Person* Goode Chuy's Direct Investors, LLC (Last) (First) (Middle) C/O GOODE PARTNERS LLC 767 THIRD AVENUE, 22ND FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of 10% Owner Group

1. Name and Address of Reporting Person* GOODE INVESTORS I LLC (Last) (First) (Middle) C/O GOODE PARTNERS LLC 767 THIRD AVENUE, 22ND FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of 10% Owner Group

1. Name and Address of Reporting Person* GOODE PARTNERS CONSUMER FUND I L P (Last) (First) (Middle) C/O GOODE PARTNERS LLC 767 THIRD AVENUE, 22ND FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of 10% Owner Group

Explanation of Responses:

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"). Jose Ferreira, Jr. and David J. Oddi are members 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. Messrs. Ferreira and Oddi may be deemed to indirectly beneficially own the shares held by Goode Chuy's because of their affiliation with Goode Chuy's but disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein.

3. The series X preferred stock of the Company will automatically convert on a one-for-one basis into 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"). Jose Ferreira, Jr. and David J. Oddi are members of Goode Investors I LLC, the general partner of Goode Partners Consumer Fund I, L.P., which is the majority unitholder of Goode Direct. Messrs. Ferreira and Oddi may be deemed to indirectly beneficially own the shares held by Goode Direct because of their affiliation with Goode Direct but disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Sharon Russell, attorney-in-fact for Goode Chuy's Holdings, LLC	07/23/2012
	/s/ Sharon Russell, attorney-in-fact for Goode Chuy's Direct Investors, LLC	07/23/2012
	/s/ Sharon Russell, attorney-in-fact for Goode Investors I LLC	07/23/2012
	/s/ Sharon Russell, attorney-in-fact for Goode Partners Consumer Fund I, L.P.	07/23/2012
	** Signature of Reporting Person	Date
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