FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BYFUGLIN MAX S
2. Issuer Name and Ticker or Trading Symbol

CHEESECAKE FACTORY INC [ CAKE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President (Subsidiary)
(Last)          (First)          (Middle)

26901 MALIBU HILLS ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

3/5/2015
(Street)

CALABASAS HILLS, CA 91301
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/5/2015     A    3800   (1) A $0   17700   (2) D    
Common Stock                  53299   I   By Trust   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Employee stock option (right to buy)   $48.01   3/5/2015     A      12000         (4) 3/5/2023   Common Stock   12000   $0   12000   D    

Explanation of Responses:
( 1)  Shares of restricted stock subject to the following vesting conditions: Performance condition based on the Issuer's cumulative fully-diluted earnings per share of (i) a combined target for fiscal 2015 and 2016, or (ii) a combined target for 2015, 2016 and 2017, whichever occurs first, then time-based vesting at a rate of 60% of the shares on 3/5/2018 and 20% on each of 3/5/2019 and 3/5/2020.
( 2)  Shares of restricted stock subject to forfeiture.
( 3)  Shares held by the Byfuglin Family Trust u/t/a 9/27/2003 of which the reporting person and his spouse are trustees.
( 4)  Vests as to 20% of the options on each of 3/5/2016, 2017, 2018, 2019 and 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BYFUGLIN MAX S
26901 MALIBU HILLS ROAD
CALABASAS HILLS, CA 91301


President (Subsidiary)

Signatures
Max. S. Byfuglin 3/9/2015
** 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 4(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.
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.
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