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*
Gordon David M
(Last) (First) (Middle)
C/O THE CHEESECAKE FACTORY INC.
26901 MALIBU HILLS DRIVE
(Street)
CALABASAS HILLS CA 91301
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/18/2013 		3. Issuer Name and Ticker or Trading Symbol
CHEESECAKE FACTORY INC [ CAKE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Common stock 3,310 D
Common stock 19,400(1) D
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
Employee Stock Option (right to buy) (2) 11/22/2014 Common Stock 60,000 $31.7733 D
Employee Stock Option (right to buy) (3) 01/20/2016 Common Stock 8,000 $35.84 D
Employee Stock Option (right to buy) (4) 01/04/2017 Common Stock 8,000 $25.1 D
Employee Stock Option (right to buy) (5) 01/03/2018 Common Stock 2,000 $21.17 D
Employee Stock Option (right to buy) (6) 07/03/2018 Common Stock 8,000 $15.33 D
Employee Stock Option (right to buy) (7) 02/05/2017 Common Stock 9,000 $9.2 D
Employee Stock Option (right to buy) (8) 02/05/2017 Common Stock 4,000 $9.2 D
Employee Stock Option (right to buy) (9) 03/04/2018 Common Stock 6,000 $24.69 D
Employee Stock Option (right to buy) (10) 01/06/2019 Common Stock 15,000 $31.1 D
Employee Stock Option (right to buy) (11) 01/05/2020 Common Stock 18,500 $29.29 D
Explanation of Responses:
1. Shares of restricted stock subject to forfeiture. 1,400 shares vest 7/3/2013; 1,000 shares vest 2/5/2014; 3,000 shares vest 50% on each of 2/5/14 and 2/5/15; 6,500 shares vest 60% on 1/6/14 and 20% on each of 1/6/15 and 1/6/16; 7,500 shares vest 60% on 1/5/15 and 20% on each of 1/5/16 and 1/5/17.
2. The option is exercisable in five equal annual installments. The first installment became exercisable 11/22/05, and the next four installments became exercisable on each of 11/22/06, 11/22/07, 11/22/08 and 11/22/09.
3. The option is exercisable in five equal annual installments. The first installment became exercisable 01/20/07, and the next four installments became exercisable on each of 01/20/08, 01/20/09, 01/20/10 and 01/20/11.
4. The option is exercisable in five equal annual installments. The first installment became exercisable 01/04/08, and the next four installments became exercisable on each of 01/04/09, 01/04/10, 01/04/11 and 01/04/12.
5. The option is exercisable in five equal annual installments. The first installment became exercisable 01/03/09, and the next four installments became exercisable on each of 01/03/10, 01/03/11, 01/03/12 and 01/03/13.
6. The option is exercisable in five equal annual installments. The first four installments became exercisable on each of 07/03/09 07/03/10, 07/03/11 and 07/03/12. The fifth installment becomes exercisable on 07/03/13.
7. The option is exercisable in five equal annual installments beginning on the second anniversary of the grant date. The first three installments became exercisable 02/05/11, 02/05/12 and 02/05/13. The next two installments become exercisable on 02/05/14 and 02/05/15.
8. The option is exercisable in five equal annual installments. The first four installments became exercisable 02/05/10, 02/05/11, 02/05/12 and 02/05/13. The fifth installment becomes exercisable on 02/05/14.
9. The option is exercisable in five equal annual installments. The first two installments became exercisable 03/04/11 and 03/04/12, and the next three installments become exercisable on each of 03/04/13, 03/04/14 and 03/04/15.
10. The option is exercisable in five equal annual installments. The first two installments became exercisable on each of 01/06/12 and 01/06/13. The next three installments become exercisable on each of 01/06/14, 01/06/15 and 01/06/16.
11. The option is exercisable in five equal annual installments. The first installment became exercisable on 01/05/13, and the next four installments become exercisable on each of 01/05/14, 01/05/15, 01/05/16 and 01/05/17.
David M. Gordon 02/22/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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