SEC FORM 3

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^*

Prentiss Michael A

(Last)

(First)

(Middle)

C/O FOGO DE CHAO, INC.

14881 QUORUM DR, SUITE 750

(Street)

DALLAS

75254

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/18/2015

3. Issuer Name and Ticker or Trading Symbol
Fogo de Chao, Inc. [ FOGO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

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	823	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Options (right to buy)	⁽¹⁾	07/20/2022	Common Stock	5,820	$194.44	D
Stock Options (right to buy)	⁽²⁾	07/20/2022	Common Stock	2,100	$388.88	D

Explanation of Responses:

1. Stock options granted July 20, 2012. Stock option grant vests and becomes exercisable upon the achievement of two conditions: a time vesting condition and a liquidity condition. Stock option grant vests over five years on the anniversary of the date of grant (time vesting) as follows; 1,280 on each of 1st, 2nd, 3rd and 4th anniversaries and 700 on the 5th anniversary. In order for each stock option to become exercisable, either a public offering or change of control must occur (liquidity condition).

2. Stock options granted July 20, 2012. Stock option grant vests and becomes exercisable upon the achievement of two conditions: a time vesting condition and a liquidity condition. Stock option grant vests over three years in equal annual installments on the anniversary of the date of grant (time vesting). In order for each stock option to become exercisable, either a public offering or change of control must occur (liquidity condition).

Remarks:

	/s/ Barbara Nagy as Attorney-in-Fact	06/18/2015
	** 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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