Steven J. Hislop Form 4 CHUY'S / Steven J. Hislop ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hislop Steven J.

(Last) (First) (Middle)

1623 TOOMEY ROAD

(Street)

AUSTIN TX 78704

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CHUY'S HOLDINGS, INC. [ CHUY ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2016

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/23/2016		M(1)		50,026	A	$10.48	63,518	D
Common Stock	06/23/2016		M(1)		13,368	A	$2.76	76,886	D
Common Stock	06/23/2016		S(1)		31,697	D	$35.5784(2)	45,189	D
Common Stock	06/24/2016		M(1)		106,341	A	$2.76	151,530	D
Common Stock	06/24/2016		S(1)		53,167	D	$35.1745(3)	98,363	D
Common Stock	06/27/2016		M(1)		21,085	A	$2.76	119,448	D
Common Stock	06/27/2016		S(1)		10,541	D	$34.0771(4)	108,907	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$10.48	06/23/2016		M(1)			50,026	(5)	07/09/2017	Common Stock	50,026	$0	0	D
Stock Option (Right to Buy)	$2.76	06/23/2016		M(1)			13,368	(5)	07/09/2017	Common Stock	13,368	$0	140,019	D
Stock Option (Right to Buy)	$2.76	06/24/2016		M(1)			106,341	(5)	07/09/2017	Common Stock	106,341	$0	33,678	D
Stock Option (Right to Buy)	$2.76	06/27/2016		M(1)			21,085	(5)	07/09/2017	Common Stock	21,085	$0	12,593	D

Explanation of Responses:

1. These shares were exercised and sold pursuant to a trading plan adopted by the reporting person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

2. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple trades at prices ranging from $35.50 to $35.83, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, Chuy's Holding. Inc., or any security holders of Chuy's Holdings. Inc., full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple trades at prices ranging from $34.82 to $35.46, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, Chuy's Holding. Inc., or any security holders of Chuy's Holdings. Inc., full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple trades at prices ranging from $34.00 to $34.43, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, Chuy's Holding. Inc., or any security holders of Chuy's Holdings. Inc., full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. These options were granted on July 9, 2007 and vested 20% on each of the first five anniversaries of the grant date. These stock options became fully vested on July 9, 2012.

Remarks:

	/s/ Sharon Russell, attorney-in-fact	06/27/2016
	** Signature of Reporting Person	Date
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