FOGO / Fogo Hospitality Inc - Documents déposés auprès de la SEC, rapport annuel, procuration

FOGO / Fogo de Chao, Inc. / THOMAS H. LEE ADVISORS, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FOGO DE CHAO, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 344177100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

Annual Report - FORM 10-K/A

Form 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A Amendment No.

FOGO / Fogo de Chao, Inc. 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37450 Fogo de Chão, Inc. (Exact name of registrant as specified i

FOGO / Fogo de Chao, Inc. FORM S-8 POS

As filed with the Securities and Exchange Commission on April 5, 2018 Registration No.

FOGO / Fogo de Chao, Inc. FORM S-8 POS

As filed with the Securities and Exchange Commission on April 5, 2018 Registration No.

FOGO / Fogo de Chao, Inc. POS AM

As filed with the Securities and Exchange Commission on April 5, 2018 Registration No.

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2018 FOGO DE CHÃO, INC. (Exact name of registrant as specified in its charter) Delaware 001-37450 45-5353489 (State of Incorporation or Organization) (Commission File Number)

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2018 FOGO DE CHÃO, INC. (Exact name of registrant as specified in its charter) Delaware 001-37450 45-5353489 (State of Incorporation or Organization) (Commission File Number)

Bylaws of Fogo de Chão, Inc.

Exhibit 3.2 BY-LAWS OF Fogo de Chão, Inc. (the “Corporation”) ARTICLE I Stockholders Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware, or may not be held at any place, but may instead be held solely by means of remote communication, as may be designated by the Boar

Agreement and Plan of Merger, among Fogo de Chão, Inc., Prime Cut Intermediate Holdings, Inc. and Prime Cut Merger Sub Inc., dated as of February 20, 2018

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of February 20, 2018 among Fogo de Chão, INC., PRIME CUT INTERMEDIATE HOLDINGS INC. and PRIME CUT MERGER SUB INC. TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 11 Article 2 The Merger Section 2.01. The Merger 11 Section 2.02. Conversion of Shares 12 Section 2.

Amended and Restated Certificate of Incorporation of Fogo de Chão, Inc.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FOGO DE CHÃO, INC. First. The name of the corporation is Fogo de Chão, Inc. (the “Corporation”). Second. The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, 19808, County of New Castle and the Corporation’s registered agent at such address is Corporation Se

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2018 Fogo de Chão, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37450 45-5353489 (State of Incorporation or Organization) (Commission File Number)

FOGO / Fogo de Chao, Inc. DEFM14C

DEFM14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2018 Fogo de Chão, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37450 45-5353489 (State of Incorporation or Organization) (Commission File Number

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37450 FOGO DE CHAO, INC.

Subsidiaries of Fogo de Chão, Inc.

Exhibit 21.1 Fogo de Chão, Inc. Subsidiaries of Registrant NAME OF SUBSIDIARY Jurisdiction of incorporation or organization Brasa (Purchaser) Inc. Delaware Brasa (Holdings) Inc. Delaware Fogo de Chão (Holdings) Inc. Delaware Fogo de Chão Churrascaria (Atlanta) LLC Georgia Fogo de Chão Churrascaria (Baltimore) LLC Delaware Fogo de Chão Churrascaria (California) LLC California Fogo de Chão Churrasca

FOGO / Fogo de Chao, Inc. PREM14C

PREM14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Amendment to the Bylaws of Fogo de Chão, Inc

Exhibit 2.1 Amendment to the Bylaws of Fogo de Ch?o, Inc. This Amendment (this ?Amendment?) to the Bylaws of Fogo de Ch?o, Inc., a Delaware corporation (the ?Company?), effective this 20th day of February, 2018, was duly adopted by the Board of Directors of the Company on February 20, 2018. 1. Section 2.07 is amended and replaced and shall read in its entirety as follows: Action Without a Meeting

Agreement and Plan of Merger, among Fogo de Chao, Inc., Prime Cut Intermediate Holdings Inc. and Prime Cut Merger Sub Inc., dated as of February 20, 2018

EX-1.1 2 dp87009ex0101.htm EXHIBIT 1.1 Exhibit 1.1 AGREEMENT AND PLAN OF MERGER dated as of February 20, 2018 among Fogo de Chão, INC., PRIME CUT INTERMEDIATE HOLDINGS INC. and PRIME CUT MERGER SUB INC. TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 11 Article 2 The Merger Section 2.01. The Merger 11 Section 2

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2018 (February 20, 2018) Fogo de Chão, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37450 45-5353489 (State of Incorporation or Organization)

Fogo de Chão, Inc.To Be Acquired by Rhône For $15.75 Per Share In Cash

Exhibit 99.1 Fogo de Ch?o, Inc.To Be Acquired by Rh?ne For $15.75 Per Share In Cash DALLAS, FEBRUARY 20, 2018 ? Fogo de Ch?o, Inc. (?Fogo? or the ?Company?) (NASDAQ:FOGO) today announced an agreement to be acquired by investment entities affiliated with Rh?ne Capital (together with its affiliates, ?Rh?ne?). Under the terms of the agreement, Rh?ne will acquire the Company in an all cash transaction

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 dp869568k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2018 Fogo de Chão, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37450 45-5353489 (State of Incorporation or Organ

FOGO / Fogo de Chao, Inc. / THOMAS H. LEE ADVISORS, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FOGO DE CHAO, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 344177100 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

Fogo de Chão, Inc. Reports Preliminary Results for the Fiscal Fourth Quarter of 2017

EdgarFiling EXHIBIT 99.1 Fogo de Ch?o, Inc. Reports Preliminary Results for the Fiscal Fourth Quarter of 2017 DALLAS, Jan. 08, 2018 (GLOBE NEWSWIRE) - Fogo de Ch?o, Inc. (?Fogo? or the ?Company?) (NASDAQ:FOGO) today announced preliminary, unaudited financial results for its fiscal fourth quarter ended December 31, 2017. Fourth quarter 2017 financial results, on a preliminary, unaudited basis, are

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): January 8, 2018 Fogo de Chao, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporation) (Commission File Num

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): December 1, 2017 Fogo de Chao, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporation) (Commission Fil

Form of Change of Control Agreement

EX-10.2 Exhibit 10.2 CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (this ?Agreement?), effective as of [?], 2017, (?Effective Date?) is made between Fogo de Chao, Inc., a Delaware corporation (the ?Company?) and the individual executing this Agreement as the Executive on the signature page (the ?Executive?). RECITALS A. The Executive is a senior executive of the Company and is expec

Form of Performance-Based Restricted Stock Award Agreement under the 2015 Omnibus Incentive Plan

EX-10.1 Exhibit 10.1 Fogo de Ch?o, Inc. 2015 Omnibus Incentive Plan NOTICE OF RESTRICTED STOCK AWARD 2017 Grant?Performance Vesting You have been granted a restricted stock award (this ?Award? or ?Restricted Stock?) on the following terms and subject to the provisions of Attachment A and the Fogo de Ch?o, Inc. 2015 Omnibus Incentive Plan (the ?Plan?). Unless defined in this award agreement (includ

FOGO / Fogo de Chao, Inc. ESP

CORRESP November 13, 2017 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance Washington, D.

Fogo de Chão, Inc. Reports Third Quarter 2017 Results

Exhibit 99.1 Fogo de Ch?o, Inc. Reports Third Quarter 2017 Results DALLAS-(BUSINESS WIRE)-November 7, 2017-Fogo de Ch?o, Inc. (NASDAQ:FOGO) today reported financial results for its 13-week fiscal third quarter ended October 1, 2017. Key Highlights for the Third Quarter of 2017 compared to the Third Quarter of 2016 Include: Total revenue was $71.4 million, which represents 3.5% growth on a reported

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): November 7, 2017 Fogo de Chao, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Form of Fogo 2015 Plan Restricted Stock Award Notice and Agreement (2017 Grant -Time Vesting)

Exhibit 10.1 Fogo de Chão, Inc. 2015 Omnibus Incentive Plan NOTICE OF RESTRICTED STOCK AWARD 2017 Grant—Time Vesting You have been granted a restricted stock award (this “Award” or “Restricted Stock”) on the following terms and subject to the provisions of Attachment A and the Fogo de Chão, Inc. 2015 Omnibus Incentive Plan (the “Plan”). Unless defined in this award agreement (including Attachment

FOGO / Fogo de Chao, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 1, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37450 FOGO DE CHAO, INC.

Fogo de Chão, Inc. Reports Preliminary Results for the Fiscal Third Quarter of 2017 Company Updates 2017 Guidance and Announces Third Quarter 2017 Earnings Conference Call

EdgarFiling

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): October 17, 2017 Fogo de Chao, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Form of Fogo 2015 Plan Restricted Stock Award Notice and Agreement

Exhibit 10.1 Fogo de Chão, Inc. 2015 Omnibus Incentive Plan NOTICE OF RESTRICTED STOCK AWARD 2015 Grant—Time Vesting You have been granted a restricted stock award (this “Award” or “Restricted Stock”) on the following terms and subject to the provisions of Attachment A and the Fogo de Chão, Inc. 2015 Omnibus Incentive Plan (the “Plan”). Unless defined in this award agreement (including Attachment

FOGO / Fogo de Chao, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 2, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37450 FOGO DE CHAO, INC.

Fogo de Chão, Inc. Reports Second Quarter 2017 Results

EdgarFiling EXHIBIT 99.1 Fogo de Chão, Inc. Reports Second Quarter 2017 Results DALLAS, Aug. 08, 2017 (GLOBE NEWSWIRE) - Fogo de Chão, Inc. (NASDAQ:FOGO) today reported financial results for its 13-week fiscal second quarter ended July 2, 2017. Key Highlights for the Second Quarter of 2017 compared to the Second Quarter of 2016 Include: Total revenue was $77.8 million, which represents 11.8% growt

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): August 8, 2017 Fogo de Chao, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): May 11, 2017 Fogo de Chao, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporation) (Commission Fi

4,500,000 Fogo de Chão, Inc. UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 EXECUTION VERSION 4,500,000 Fogo de Ch?o, Inc. UNDERWRITING AGREEMENT May 11, 2017 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Introductory. Certain stockholders of Fogo de Ch?o, Inc., a Delaware corporation (the ?Company?), named in Schedule A (collectively, the ?Selling S

Submission of Matters to a Vote of Security Holders

fogo-8k20170517.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2017 Fogo de Chao, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporation)

4,500,000 Shares Fogo de Chão, Inc. Common Stock

Final Prospectus Supplement Table of Contents Filed Pursuant to 424(b)(4) Registration File No.

SUBJECT TO COMPLETION, DATED MAY 8, 2017

424B3 Table of Contents Filed Pursuant to 424(b)(3) Registration File No. 333-217220 The information in this preliminary prospectus supplement is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): May 8, 2017 Fogo de Chao, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporation) (Commission File Number)

EX-99.1

EdgarFiling

Fogo de Chão, Inc. Reports First Quarter 2017 Results

EdgarFiling

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k050817.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): May 8, 2017 Fogo de Chao, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

10-Q 1 fogo-10q20170402.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 2, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

FOGO DE CHAO, INC. as the Company as Trustee Subordinated Indenture Dated as of , 20 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1.02. Other Definitions 6 Section 1.03. Incorporation

EX-4.6 EXHIBIT 4.6 FOGO DE CHAO, INC. as the Company and as Trustee Subordinated Indenture Dated as of , 20 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1.02. Other Definitions 6 Section 1.03. Incorporation by Reference of Trust Indenture Act 7 Section 1.04. Rules of Construction 7 ARTICLE 2 THE SECURITIES Section 2.01. Form and Da

Fogo de Chao AMENDMENT NO. 1 TO FORM S-3

Amendment No. 1 to Form S-3 Table of Contents As filed with the Securities and Exchange Commission on April 18, 2017 Registration No. 333-217220 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOGO DE CHAO, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 45

FOGO DE CHAO, INC. as the Company as Trustee Senior Indenture Dated as of , 20 TABLE OF CONTENTS

EX-4.4 EXHIBIT 4.4 FOGO DE CHAO, INC. as the Company and as Trustee Senior Indenture Dated as of , 20 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1.02. Other Definitions 6 Section 1.03. Incorporation by Reference of Trust Indenture Act 7 Section 1.04. Rules of Construction 7 ARTICLE 2 THE SECURITIES Section 2.01. Form and Dating 7

FOGO DE CHAO, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (IN THOUSANDS, EXCEPT RATIOS) Successor Predecessor Fiscal Year Ended Period from May 24 Period from January 2 January 1, 2017 January 3, 2016 December 28, 2014 December 29, 2013 to

EX-12.1 EXHIBIT 12.1 FOGO DE CHAO, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (IN THOUSANDS, EXCEPT RATIOS) Successor Predecessor Fiscal Year Ended Period from May 24 Period from January 2 January 1, 2017 January 3, 2016 December 28, 2014 December 29, 2013 to December 30, 2012(1)(2) to July 20, 2012(1)(3) Earnings: Income (loss) before income taxes 36,219 13,829 24,264 1,535 (10,227 )

Fogo de Chao DEF 14A

fogo-def14a20170413.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by R

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

fogo-8k20170407.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2017 Fogo de Chao, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporation

Fogo de Chao FORM S-3

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on April 7, 2017 Registration No.

Fogo de Chão, Inc. Subsidiaries of Registrant

Exhibit 21.1 Fogo de Ch?o, Inc. Subsidiaries of Registrant NAME OF SUBSIDIARY Jurisdiction of incorporation or organization Brasa (Purchaser) Inc. Delaware Brasa (Holdings) Inc. Delaware Fogo de Ch?o (Holdings) Inc. Delaware Fogo de Ch?o Churrascaria (Atlanta) LLC Georgia Fogo de Ch?o Churrascaria (Baltimore) LLC Delaware Fogo de Ch?o Churrascaria (California) LLC California Fogo de Ch?o Churrasca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 1, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37450 FOGO DE CHAO, INC.

Fogo de Chão, Inc. Reports Fourth Quarter and Fiscal Year 2016 Results

EdgarFiling

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): March 14, 2017 Fogo de Chao, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 2, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37450 FOGO DE CHAO, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): November 7, 2016 Fogo de Chao, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Fogo de Chão, Inc. Reports Third Quarter 2016 Results

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

10-Q 1 fogo-10q20160703.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 3, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k080916.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): August 9, 2016 Fogo de Chao, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorpo

Fogo de Chão, Inc. Reports Second Quarter 2016 Results

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Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k080916.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): August 9, 2016 Fogo de Chao, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorpo

Fogo de Chão, Inc. Reports Second Quarter 2016 Results

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 fogo-8k20160701.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2016 Fogo de Chao, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Inco

Fogo de Chão (Holdings), Inc. Deferred Compensation Plan

fogo-ex1016.htm Exhibit 10.1 FOGO DE CH?O (HOLDINGS), INC. DEFERRED COMPENSATION PLAN Effective July 1, 2016 Exhibit 10.1 TABLE OF CONTENTS PAGE ARTICLE I?PURPOSE 1 ARTICLE II?DEFINITIONS 1 2.1 Account 1 2.2 Beneficiary 1 2.3 Board 1 2.4 Code 1 2.5 Compensation 1 2.6 Deferral Account 1 2.7 Deferral Election 2 2.8 Deferral Period 2 2.9 Effective Date 2 2.10 Elected Deferred Compensation 2 2.11 Empl

Fogo de Chao 8-K (Current Report/Significant Event)

fogo-8k20160617.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2016 Fogo de Chao, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporation

Current Report

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2016 FOGO DE CHAO, INC. (Exact name of registrant as specified in its charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporation) (Commission Fi

Piper Jaffray Consumer Conference 2016

Exhibit 99.1 Exhibit 99.1 Piper Jaffray Consumer Conference 2016 June 14-15, 2016 Forward Looking Statements Forward Looking Statements Some of the statements contained in this presentation constitute forward looking statements. Forward looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

10-Q 1 fogo-10q20160403.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 3, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fi

EX-99.1

EdgarFiling

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): May 10, 2016 Fogo de Chao, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporation) (Commission File Number

Submission of Matters to a Vote of Security Holders

fogo-8k20160509.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2016 Fogo de Chao, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporation)

Fogo de Chao DEF 14A

DEF 14A 1 d42493ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Comm

Current Report

8-K 1 d171729d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2016 FOGO DE CHAO, INC. (Exact name of registrant as specified in its charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of In

Employment Agreement with George Barry McGowan dated as of July 15, 2013

Exhibit 10.14 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered as of the 15th day of July, 2013 (“Effective Date”) by and between Fogo de Chão (Holdings) Inc., a Delaware corporation (“Company”), and Barry McGowan (“Executive”). WHEREAS, the Company desires to hire Executive as President and the Executive desires to accept such employment with the Company. NOW, THEREFORE, in

Fogo de Chão, Inc. Subsidiaries of Registrant

Exhibit 21.1 Fogo de Ch?o, Inc. Subsidiaries of Registrant NAME OF SUBSIDIARY Jurisdiction of incorporation or organization Brasa (Purchaser) Inc. Delaware Brasa (Holdings) Inc. Delaware Fogo de Ch?o (Holdings) Inc. Delaware Fogo de Ch?o Churrascaria (Atlanta) LLC Georgia Fogo de Ch?o Churrascaria (Baltimore) LLC Delaware Fogo de Ch?o Churrascaria (California) LLC California Fogo de Ch?o Churrasca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 3, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37450 FOGO DE CHAO, INC.

Fogo de Chao FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): March 15, 2016 Fogo de Chao, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Fogo de Chão, Inc. Reports Fourth Quarter and Fiscal Year 2015 Results

EX-99.1 2 exh991.htm PRESS RELEASE EXHIBIT 99.1 Fogo de Chão, Inc. Reports Fourth Quarter and Fiscal Year 2015 Results DALLAS, March 15, 2016 (GLOBE NEWSWIRE) - Fogo de Chão, Inc. (NASDAQ:FOGO) today reported financial results for its 14-week fiscal fourth quarter and 53-week fiscal year ended January 3, 2016. The results for both the fourth quarter and fiscal year ended January 3, 2016 included o

FOGO / Fogo de Chao, Inc. / THOMAS H. LEE ADVISORS, LLC - THOMAS H. LEE ADVISORS, LLC SC 13G 12-31-2015 (FOGO DE CHAO, INC.) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 FOGO DE CHAO, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 344177100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

Fogo de Chao 8-K (Current Report/Significant Event)

fogo-8k20160201.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2016 Fogo de Chao, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37450 FOGO DE CHAO, INC.

Fogo de Chao, Inc. Reports Third Quarter 2015 Results

Fogo de Chao, Inc. Reports Third Quarter 2015 Results EXHIBIT 99.1 Fogo de Chao, Inc. Reports Third Quarter 2015 Results DALLAS, Nov. 3, 2015 (GLOBE NEWSWIRE) - Fogo de Ch?o, Inc. (NASDAQ:FOGO) today reported financial results for its fiscal third quarter ended September 27, 2015. Key Highlights for the Third Quarter of 2015 include: Total revenue increased 7.4%, on a World Cup and constant curren

Fogo de Chao FORM 8-K FILING DOCUMENT (Current Report/Significant Event)

Form 8-K Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event Reported): November 3, 2015 Fogo de Chao, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37450 FOGO DE CHAO, INC.

Fogo de Chao FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2015 FOGO DE CHAO, INC. (Exact name of registrant as specified in its charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporation) (Commis

Fogo de Chão, Inc. Reports Second Quarter 2015 Results

EX-99.1 Exhibit 99.1 Fogo de Chão, Inc. Reports Second Quarter 2015 Results Dallas, Texas, (August 11, 2015) - Fogo de Chão, Inc. (NASDAQ: FOGO) today reported financial results for its fiscal second quarter ended June 28, 2015. Key Highlights for the Second Quarter of 2015 include: • Total revenue increased 11.0%, on a World Cup and constant currency(1) adjusted basis to $68.2 million compared to

Credit Agreement, dated as of June 18, 2015, among Brasa (Holdings) Inc., as Borrower, Brasa (Purchaser) Inc., as Holdings, Wells Fargo Bank, National Association, as Administrative Agent and Swing Line Lender, Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A. as L/C Issuers and the other lenders party thereto

EX-10.1 Exhibit 10.1 $250,000,000 CREDIT AGREEMENT Dated as of June 18, 2015 among BRASA (HOLDINGS) INC., as Borrower BRASA (PURCHASER) INC., as Holdings WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swing Line Lender WELLS FARGO BANK, NATIONAL ASSOCIATION and JPMORGAN CHASE BANK, N.A., as L/C Issuers and THE OTHER LENDERS PARTY HERETO WELLS FARGO SECURITIES, LLC and J.P. MOR

Amended and Restated Bylaws of Fogo de Chão, Inc.

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FOGO DE CHÃO, INC. * * * * * ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of Fogo de Chão, Inc. (the “Corporation”) shall be in the City of Wilmington, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of D

Fogo de Chao FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2015 FOGO DE CHAO, INC. (Exact name of registrant as specified in its charter) Delaware 001-37450 45-5353489 (State or Other Jurisdiction of Incorporation) (Commissi

Amended and Restated Certificate of Incorporation of Fogo de Chão, Inc.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FOGO DE CHÃO, INC. (Pursuant to Sections 242 and 245 of the DGCL of the State of Delaware) The name of this corporation is Fogo de Chão, Inc. (the “Corporation”) and that this corporation was originally incorporated pursuant to the DGCL on May 24, 2012 under the name BRASA (PARENT) INC. ARTICLE 1. NAME The name of the corporat

Fogo de Chao FORM S-8

As filed with the Securities and Exchange Commission on June 24, 2015 Registration No.

Fogo de Chao FORM S-8

As filed with the Securities and Exchange Commission on June 24, 2015 Registration No.

TABLE OF CONTENTS Page Market and Industry Data ii Basis of Presentation ii Trademarks and Copyrights iv Prospectus Summary 1 Risk Factors 16 Special Note Regarding Forward-Looking Statements 42 Use of Proceeds 44 Dividend Policy 45 Capitalization 46

Final Prospectus Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No.

Joint Filer Information

mm06-1185fogo3e992.htm Exhibit 99.2 Joint Filer Information Name of Joint Filer: Thomas H. Lee Equity Fund VI, L.P. Address of Joint Filer: c/o Thomas H. Lee Partners, L.P. 100 Federal Street, 35th Floor Boston, MA 02110 Relationship of Joint Filer to Issuer: 10% Owner Issuer Name and Ticker or Trading Symbol: Fogo de Chao, Inc. [FOGO] Date of Event Requiring Statement (Month/Day/Year): June 18, 2

Footnotes to Form 3

EX-99.1 2 mm06-1185fogo3e991.htm FOOTNOTES Exhibit 99.1 Name and Address of Reporting Person: Thomas H. Lee Advisors, LLC c/o Thomas H. Lee Partners, L.P. 100 Federal Street, 35th Floor Boston, MA 02110 Issuer Name and Ticker or Trading Symbol: Fogo de Chao, Inc. [FOGO] Date of Event Requiring Statement (Month/Day/Year): June 18, 2015 Footnotes to Form 3 (1) This statement is being filed by the fo

Fogo de Chao ESP

Underwriter Acceleration Request June 16, 2015 VIA EDGAR Securities and Exchange Commission 100 F Street, N.

Fogo de Chao ESP

Company Acceleration Request June 16, 2015 Re: Fogo de Ch?o, Inc. Registration Statement on Form S-1 Registration No. 333-203527 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: In accordance with Rule 461 and Rule 430A under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the

Fogo de Chao FORM 8-A

FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 FOGO DE CHAO, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 45-5353489 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 14881 Quorum Drive Dallas, T

Fogo de Chão, Inc. 2015 Omnibus Incentive Plan

Exhibit 10.2 Fogo de Ch?o, Inc. 2015 Omnibus Incentive Plan Page 1 of 19 Table of Contents Article 1. Establishment & Purpose 3 Article 2. Definitions 3 Article 3. Administration 7 Article 4. Eligibility and Participation 8 Article 5. Shares Subject to the Plan and Maximum Awards 8 Article 6. Stock Options 8 Article 7. Stock Appreciation Rights 10 Article 8. Restricted Stock and RSUs 10 Article 9.

Fogo de Chão, Inc. Management Incentive Plan

Exhibit 10.15 FOGO DE CH?O, INC. MANAGEMENT INCENTIVE PLAN The purpose of this Fogo de Ch?o Management Incentive Plan (the ?Plan?) is to enhance the Company?s ability to attract and retain highly qualified executives, to provide additional financial incentives to such executives and to promote the success of the Company and its subsidiaries through awards of incentive compensation that satisfy the

Fogo de Chao ESP

New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Richard D.

As Filed with the Securities and Exchange Commission on June 15, 2015

Amendment No. 3 to Form S-1 Table of Contents As Filed with the Securities and Exchange Commission on June 15, 2015 Registration No. 333-203527 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOGO DE CHAO, INC. (Exact name of registrant as specified in its charter) Delaware 5812 45-5353489 (S

Director Securities Purchase Agreement by and between Fogo de Chão, Inc. and Gerald W. Deitchle dated February 6, 2015

Exhibit 10.16 DIRECTOR SECURITIES PURCHASE AGREEMENT THIS DIRECTOR SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is made as of February 6, 2015 by and between Fogo de Ch?o, Inc., a Delaware corporation (the ?Company?), and the individual listed on the signature page attached hereto under the heading ?Purchaser? (?Purchaser?). WHEREAS, on the terms and subject to the conditions set forth herein,

Director Securities Purchase Agreement by and between Fogo de Chão, Inc. and Neil Moses dated February 6, 2015

Exhibit 10.17 DIRECTOR SECURITIES PURCHASE AGREEMENT THIS DIRECTOR SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of February 6, 2015 by and between Fogo de Chão, Inc., a Delaware corporation (the “Company”), and the individual listed on the signature page attached hereto under the heading “Purchaser” (“Purchaser”). WHEREAS, on the terms and subject to the conditions set forth herein,

Director Securities Purchase Agreement by and between Fogo de Chão, Inc. and Douglas R. Pendergast dated February 6, 2015

Exhibit 10.18 DIRECTOR SECURITIES PURCHASE AGREEMENT THIS DIRECTOR SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is made as of February 6, 2015 by and between Fogo de Ch?o, Inc., a Delaware corporation (the ?Company?), and the individual listed on the signature page attached hereto under the heading ?Purchaser? (?Purchaser?). WHEREAS, on the terms and subject to the conditions set forth herein,

Amended and Restated Registration Rights Agreement among Fogo de Chão, Inc., the THL Investors, the Management Stockholders and the Other Investors named therein

Exhibit 4.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT among FOGO DE CH?O, INC. THL INVESTORS, MANAGEMENT STOCKHOLDERS AND OTHER INVESTORS NAMED HEREIN DATED AS OF [ ], 2015 TABLE OF CONTENTS PAGE 1. EFFECTIVENESS; DEFINITIONS. 2 1.1 Closing 2 1.2 Definitions 2 2. REGISTRATION RIGHTS 2 2.1 Demand Registration Rights for Registrable Securities 2 2.2 Piggyback Registration Rights 4 2.3 Certa

Form of Nonqualified Stock Option Award Agreement under the Fogo de Chão, Inc. 2015 Omnibus Incentive Plan

Exhibit 10.14 Fogo de Chão, Inc. 2015 Omnibus Incentive Plan NOTICE OF NONQUALIFIED STOCK OPTION AWARD You have been granted a stock option (the “Option”) on the following terms and subject to the provisions of Attachment A and Exhibits therein and the Fogo de Chão, Inc. 2015 Omnibus Incentive Plan (the “Plan”). Unless defined in this award agreement (including Attachment A and Exhibits A and B th

Form of Indemnification Agreement between Fogo de Chão, Inc. and its directors and certain officers

Exhibit 10.12 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made and entered into as of this day of , 2015 by and between Fogo de Ch?o, Inc., formerly known as Brasa (Parent) Inc. (the ?Company?), a Delaware corporation, and (?Indemnitee?). WHEREAS, the Company benefits by being part of an organization that includes the Brasa Entities (as hereinafter defined); W

AMENDED AND RESTATED BYLAWS FOGO DE CHÃO, INC. * * * * * ARTICLE 1

EX-3.2 4 d806502dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FOGO DE CHÃO, INC. * * * * * ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of Fogo de Chão, Inc. (the “Corporation”) shall be in the City of Wilmington, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without the State of

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FOGO DE CHÃO, INC. ARTICLE 1. The name of the corporation is Fogo de Chão, Inc. (the “Corporation”). ARTICLE 2. REGISTERED OFFICE AND AGENT

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FOGO DE CH?O, INC. ARTICLE 1. NAME The name of the corporation is Fogo de Ch?o, Inc. (the ?Corporation?). ARTICLE 2. REGISTERED OFFICE AND AGENT The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its regis

SUBSIDIARIES OF THE REGISTRANT NAME OF SUBSIDIARY Jurisdiction of incorporation or organization Brasa (Purchaser) Inc. Delaware Brasa (Holdings) Inc. Delaware Fogo de Chão (Holdings) Inc. Delaware Fogo de Chão Churrascaria (Atlanta) LLC Georgia Fogo

EX-21.1 14 d806502dex211.htm EX-21.1 EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT NAME OF SUBSIDIARY Jurisdiction of incorporation or organization Brasa (Purchaser) Inc. Delaware Brasa (Holdings) Inc. Delaware Fogo de Chão (Holdings) Inc. Delaware Fogo de Chão Churrascaria (Atlanta) LLC Georgia Fogo de Chão Churrascaria (Baltimore) LLC Delaware Fogo de Chão Churrascaria (California) LLC California

Fogo de Chão, Inc. 2015 Omnibus Incentive Plan Page 1 of 19 Table of Contents Article 1. Establishment & Purpose 3 Article 2. Definitions 3 Article 3. Administration 7 Article 4. Eligibility and Participation 8 Article 5. Shares Subject to the Plan a

EX-10.2 7 d806502dex102.htm EX-10.2 Exhibit 10.2 Fogo de Chão, Inc. 2015 Omnibus Incentive Plan Page 1 of 19 Table of Contents Article 1. Establishment & Purpose 3 Article 2. Definitions 3 Article 3. Administration 7 Article 4. Eligibility and Participation 8 Article 5. Shares Subject to the Plan and Maximum Awards 8 Article 6. Stock Options 8 Article 7. Stock Appreciation Rights 10 Article 8. Res

[•] Fogo de Chão, Inc. UNDERWRITING AGREEMENT

Exhibit 1.1 [?] Fogo de Ch?o, Inc. UNDERWRITING AGREEMENT [?] JEFFERIES LLC 520 Madison Avenue New York, New York 10022 J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Introductory. Fogo de Ch?o, Inc., a Delaware corporation (the ?Company?), proposes to issue and sell to the several underwriters named in Schedule A (the ?Underwriters?) an aggregate of [

As Filed with the Securities and Exchange Commission on June 8, 2015

Amendment No. 2 to Form S-1 Table of Contents As Filed with the Securities and Exchange Commission on June 8, 2015 Registration No. 333-203527 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOGO DE CHAO, INC. (Exact name of registrant as specified in its charter) Delaware 5812 45-5353489 (St

FOGO DE CHÃO, INC. MANAGEMENT INCENTIVE PLAN

Exhibit 10.15 FOGO DE CH?O, INC. MANAGEMENT INCENTIVE PLAN The purpose of this Fogo de Ch?o Management Incentive Plan (the ?Plan?) is to enhance the Company?s ability to attract and retain highly qualified executives, to provide additional financial incentives to such executives and to promote the success of the Company and its subsidiaries through awards of incentive compensation that satisfy the

Fogo de Chao ESP

CORRESP 1 filename1.htm Richard D. Truesdell, Jr. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4674 tel 212 701 5674 fax [email protected] June 3, 2015 Re: Fogo de Chão, Inc. Registration Statement on Form S-1 File No. 333-203527 VIA HAND DELIVERY Ms. Anne Nguyen Parker Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street,

Amended and Restated Employment Agreement with Lawrence J. Johnson dated as of July 20, 2012

Exhibit 10.6 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (?Agreement?) is entered as of the 20th day of July, 2012 (?Effective Date?) by and between Fogo de Ch?o Churrascaria (Holdings) LLC, a Delaware limited liability company (?Company?), and Lawrence J. Johnson (?Executive?). WHEREAS, the Company and the Executive entered into an Amended and Restated

As Filed with the Securities and Exchange Commission on May 27, 2015

Amendment No. 1 to Form S-1 Table of Contents As Filed with the Securities and Exchange Commission on May 27, 2015 Registration No. 333-203527 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOGO DE CHAO, INC. (Exact name of registrant as specified in its charter) Delaware 5812 45-5353489 (St

Fogo de Chao ESP

CORRESP 1 filename1.htm Richard D. Truesdell, Jr. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4674 tel 212 701 5674 fax [email protected] April 27, 2015 Re: Fogo de Chão, Inc. Registration Statement on Form S-1 File No. 333-203527 Ms. Anne Nguyen Parker Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington,

SECOND AMENDMENT TO THE FIRST LIEN CREDIT AGREEMENT BRASA (HOLDINGS) INC., as Borrower, BRASA (PURCHASER) INC., as Holdings, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, WELLS FARGO B

Exhibit 10.9 SECOND AMENDMENT TO THE FIRST LIEN CREDIT AGREEMENT among BRASA (HOLDINGS) INC., as Borrower, BRASA (PURCHASER) INC., as Holdings, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agent J.P. MORGAN SECURITIES LLC, JEFFERIES FINANCE LLC, and WELLS FARGO SECURITIES

As Filed with the Securities and Exchange Commission on April 20, 2015

Form S-1 Table of Contents As Filed with the Securities and Exchange Commission on April 20, 2015 Registration No.

FIRST AMENDMENT

EX-10.11 10 d806502dex1011.htm EX-10.11 Exhibit 10.11 FIRST AMENDMENT FIRST AMENDMENT, dated as of April 9, 2014 (this “Amendment”), to the Second Lien Credit Agreement, dated as of July 20, 2012 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among Brasa (Holdings) Inc., a Delaware corporation (the “Borrower”), Brasa (Purchaser) Inc., a Delaware

Brasa (Parent) Inc. 2012 Omnibus Equity Incentive Plan

Exhibit 10.1 BRASA (PARENT) INC. 2012 OMNIBUS EQUITY INCENTIVE PLAN Article 1. Establishment & Purpose 1.1 Establishment. Brasa (Parent) Inc., a Delaware corporation (the ?Company?), hereby establishes the 2012 Omnibus Equity Incentive Plan (this ?Plan?) as set forth herein. 1.2 Purpose of this Plan. The purpose of this Plan is to attract, retain and motivate the officers, directors, employees and

Form of Nonqualified Stock Option Award Agreement under the Brasa (Parent) Inc. 2012 Omnibus Equity Incentive Plan

EX-10.3 Exhibit 10.3 Execution Version Brasa (Parent) Inc. 2012 Omnibus Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT THIS AGREEMENT (this “Award Agreement”), is made effective as of (the “Date of Grant”), by and between Brasa (Parent) Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the meanings set

$207,500,000 FIRST LIEN CREDIT AGREEMENT Dated as of July 20, 2012 BRASA (HOLDINGS) INC. (successor by merger to BRASA MERGER SUB INC.), as Borrower BRASA (PURCHASER) INC., as Holdings JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer an

Exhibit 10.7 EXECUTION COPY $207,500,000 FIRST LIEN CREDIT AGREEMENT Dated as of July 20, 2012 among BRASA (HOLDINGS) INC. (successor by merger to BRASA MERGER SUB INC.), as Borrower BRASA (PURCHASER) INC., as Holdings JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender JEFFERIES FINANCE LLC and GOLUB CAPITAL LLC as Co-Syndication Agents THE OTHER LENDERS PARTY HER

$70,000,000 SECOND LIEN CREDIT AGREEMENT Dated as of July 20, 2012 BRASA (HOLDINGS) INC. (successor by merger to BRASA MERGER SUB INC.), as Borrower BRASA (PURCHASER) INC., as Holdings WILMINGTON TRUST, NATIONAL ASSOCIATION as Administrative Agent JP

EX-10.10 9 d806502dex1010.htm EX-10.10 Exhibit 10.10 EXECUTION COPY $70,000,000 SECOND LIEN CREDIT AGREEMENT Dated as of July 20, 2012 among BRASA (HOLDINGS) INC. (successor by merger to BRASA MERGER SUB INC.), as Borrower BRASA (PURCHASER) INC., as Holdings WILMINGTON TRUST, NATIONAL ASSOCIATION as Administrative Agent JPMORGAN CHASE BANK, N.A. and JEFFERIES FINANCE LLC, as Co-Syndication Agents

Employment Agreement with Selma Oliveira dated as of July 11, 2014

Exhibit 10.14 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is entered as of July 11, 2014 (?Effective Date?) by and between Fogo de Ch?o (Holdings), Inc., a Delaware corporation (?Company?), and Selma Oliveira (?Executive?). WHEREAS, the Board of Directors of the Company (?Board?) has determined that it is in the best interest of the Company to secure the continuing services and em

SUBSIDIARIES OF THE REGISTRANT NAME OF SUBSIDIARY Jurisdiction of incorporation or organization Brasa (Purchaser) Inc. Delaware Brasa (Holdings) Inc. Delaware Fogo de Chão (Holdings) Inc. Delaware Fogo de Chão Churrascaria (Atlanta) LLC Georgia Fogo

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT NAME OF SUBSIDIARY Jurisdiction of incorporation or organization Brasa (Purchaser) Inc. Delaware Brasa (Holdings) Inc. Delaware Fogo de Ch?o (Holdings) Inc. Delaware Fogo de Ch?o Churrascaria (Atlanta) LLC Georgia Fogo de Ch?o Churrascaria (Baltimore) LLC Delaware Fogo de Ch?o Churrascaria (California) LLC California Fogo de Ch?o Churrascaria (Chicago) L

Form of Restricted Stock Agreement under the Brasa (Parent) Inc. 2012 Omnibus Equity Incentive Plan

Exhibit 10.5 Execution Version Brasa (Parent) Inc. 2012 Omnibus Equity Incentive Plan RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (this ?Agreement?), is made effective as of (the ?Issuance Date?), by and between Brasa (Parent) Inc., a Delaware corporation (the ?Company?), and (the ?Participant?). Capitalized terms not otherwise defined herein shall have the meanings set forth in the

Form of Notice of Restricted Stock Issuance under the Brasa (Parent) Inc. 2012 Omnibus Equity Incentive Plan

Exhibit 10.4 Form Final Brasa (Parent) Inc. 2012 Omnibus Equity Incentive Plan NOTICE OF RESTRICTED STOCK ISSUANCE Participant: Issuance Date: Number of Shares: Shares of Common Stock of Brasa (Parent) Inc. (the ?Company?), par value $0.01 (?Restricted Stock?). Vesting Schedule: Subject to the Participant?s continued Service through each such date, the Restricted Stock shall vest in the following

FIRST AMENDMENT TO THE FIRST LIEN CREDIT AGREEMENT BRASA (HOLDINGS) INC., as Borrower, BRASA (PURCHASER) INC., as Holdings, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, WELLS FARGO BA

Exhibit 10.8 EXECUTION VERSION FIRST AMENDMENT TO THE FIRST LIEN CREDIT AGREEMENT among BRASA (HOLDINGS) INC., as Borrower, BRASA (PURCHASER) INC., as Holdings, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agent J.P. MORGAN SECURITIES LLC, JEFFERIES FINANCE LLC, and WELLS

As submitted confidentially to the Securities and Exchange Commission on April 7, 2015 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

DRS/A 1 filename1.htm Table of Contents As submitted confidentially to the Securities and Exchange Commission on April 7, 2015 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 AMENDMENT NO. 2

Fogo de Chao TR

DRSLTR New York Menlo Park Washington DC S?o Paulo London Paris Madrid Tokyo Beijing Hong Kong Richard D.

EMPLOYMENT AGREEMENT

Exhibit 10.14 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is entered as of July 11, 2014 (?Effective Date?) by and between Fogo de Ch?o (Holdings), Inc., a Delaware corporation (?Company?), and Selma Oliveira (?Executive?). WHEREAS, the Board of Directors of the Company (?Board?) has determined that it is in the best interest of the Company to secure the continuing services and em

FOGO / Fogo de Chao, Inc. DRSLTR - -

DRSLTR Richard D. Truesdell, Jr. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4674 tel 212 701 5674 fax [email protected] FOIA Confidential Treatment Request Pursuant to Rule 83 by Fogo de Chão, Inc. January 27, 2015 Re: Fogo de Chão, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Confidentially Submitted December 23, 2014 CIK No. 000162

FOGO / Fogo de Chao, Inc. DRS/A - -

Draft Registration Statement (Amendment No. 1) Table of Contents As submitted confidentially to the Securities and Exchange Commission on January 27, 2015 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON

Brasa (Parent) Inc. 2012 Omnibus Equity Incentive Plan RESTRICTED STOCK AGREEMENT

EX-10 5 filename5.htm Exhibit 10.5 Execution Version Brasa (Parent) Inc. 2012 Omnibus Equity Incentive Plan RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), is made effective as of (the “Issuance Date”), by and between Brasa (Parent) Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the mea

FIRST AMENDMENT TO THE FIRST LIEN CREDIT AGREEMENT BRASA (HOLDINGS) INC., as Borrower, BRASA (PURCHASER) INC., as Holdings, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, WELLS FARGO BA

EX-10.8 Exhibit 10.8 EXECUTION VERSION FIRST AMENDMENT TO THE FIRST LIEN CREDIT AGREEMENT among BRASA (HOLDINGS) INC., as Borrower, BRASA (PURCHASER) INC., as Holdings, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agent J.P. MORGAN SECURITIES LLC, JEFFERIES FINANCE LLC, a

Brasa (Parent) Inc. 2012 Omnibus Equity Incentive Plan NOTICE OF RESTRICTED STOCK ISSUANCE Participant: Issuance Date: Number of Shares: Shares of Common Stock of Brasa (Parent) Inc. (the “Company”), par value $0.01 (“Restricted Stock”). Vesting Sche

EX-10.4 Exhibit 10.4 Form Final Brasa (Parent) Inc. 2012 Omnibus Equity Incentive Plan NOTICE OF RESTRICTED STOCK ISSUANCE Participant: Issuance Date: Number of Shares: Shares of Common Stock of Brasa (Parent) Inc. (the “Company”), par value $0.01 (“Restricted Stock”). Vesting Schedule: Subject to the Participant’s continued Service through each such date, the Restricted Stock shall vest in the fo

SUBSIDIARIES OF THE REGISTRANT NAME OF SUBSIDIARY Jurisdiction of incorporation or organization Brasa (Purchaser) Inc. Delaware Brasa (Holdings) Inc. Delaware Fogo de Chão (Holdings) Inc. Delaware Fogo de Chão Churrascaria (Atlanta) LLC Georgia Fogo

EX-21.1 EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT NAME OF SUBSIDIARY Jurisdiction of incorporation or organization Brasa (Purchaser) Inc. Delaware Brasa (Holdings) Inc. Delaware Fogo de Chão (Holdings) Inc. Delaware Fogo de Chão Churrascaria (Atlanta) LLC Georgia Fogo de Chão Churrascaria (Baltimore) LLC Delaware Fogo de Chão Churrascaria (California) LLC California Fogo de Chão Churrascaria (Ch

FIRST AMENDMENT

EX-10.11 Exhibit 10.11 FIRST AMENDMENT FIRST AMENDMENT, dated as of April 9, 2014 (this “Amendment”), to the Second Lien Credit Agreement, dated as of July 20, 2012 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among Brasa (Holdings) Inc., a Delaware corporation (the “Borrower”), Brasa (Purchaser) Inc., a Delaware corporation (“Holdings”), Wilmi

$70,000,000 SECOND LIEN CREDIT AGREEMENT Dated as of July 20, 2012 BRASA (HOLDINGS) INC. (successor by merger to BRASA MERGER SUB INC.), as Borrower BRASA (PURCHASER) INC., as Holdings WILMINGTON TRUST, NATIONAL ASSOCIATION as Administrative Agent JP

EX-10 9 filename9.htm Exhibit 10.10 EXECUTION COPY $70,000,000 SECOND LIEN CREDIT AGREEMENT Dated as of July 20, 2012 among BRASA (HOLDINGS) INC. (successor by merger to BRASA MERGER SUB INC.), as Borrower BRASA (PURCHASER) INC., as Holdings WILMINGTON TRUST, NATIONAL ASSOCIATION as Administrative Agent JPMORGAN CHASE BANK, N.A. and JEFFERIES FINANCE LLC, as Co-Syndication Agents THE OTHER LENDERS

SECOND AMENDMENT TO THE FIRST LIEN CREDIT AGREEMENT BRASA (HOLDINGS) INC., as Borrower, BRASA (PURCHASER) INC., as Holdings, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, WELLS FARGO B

EX-10 8 filename8.htm Exhibit 10.9 SECOND AMENDMENT TO THE FIRST LIEN CREDIT AGREEMENT among BRASA (HOLDINGS) INC., as Borrower, BRASA (PURCHASER) INC., as Holdings, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agent J.P. MORGAN SECURITIES LLC, JEFFERIES FINANCE LLC, and

BRASA (PARENT) INC. 2012 OMNIBUS EQUITY INCENTIVE PLAN

EX-10.1 Exhibit 10.1 BRASA (PARENT) INC. 2012 OMNIBUS EQUITY INCENTIVE PLAN Article 1. Establishment & Purpose 1.1 Establishment. Brasa (Parent) Inc., a Delaware corporation (the “Company”), hereby establishes the 2012 Omnibus Equity Incentive Plan (this “Plan”) as set forth herein. 1.2 Purpose of this Plan. The purpose of this Plan is to attract, retain and motivate the officers, directors, emplo

$207,500,000 FIRST LIEN CREDIT AGREEMENT Dated as of July 20, 2012 BRASA (HOLDINGS) INC. (successor by merger to BRASA MERGER SUB INC.), as Borrower BRASA (PURCHASER) INC., as Holdings JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer an

EX-10.7 Exhibit 10.7 EXECUTION COPY $207,500,000 FIRST LIEN CREDIT AGREEMENT Dated as of July 20, 2012 among BRASA (HOLDINGS) INC. (successor by merger to BRASA MERGER SUB INC.), as Borrower BRASA (PURCHASER) INC., as Holdings JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender JEFFERIES FINANCE LLC and GOLUB CAPITAL LLC as Co-Syndication Agents THE OTHER LENDERS P

FOGO / Fogo de Chao, Inc. DRS - -

Draft Registration Statement Table of Contents As submitted confidentially to the Securities and Exchange Commission on December 23, 2014 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Brasa (Parent) Inc. 2012 Omnibus Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT

EX-10.3 Exhibit 10.3 Execution Version Brasa (Parent) Inc. 2012 Omnibus Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT THIS AGREEMENT (this “Award Agreement”), is made effective as of (the “Date of Grant”), by and between Brasa (Parent) Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the meanings set