Sec Form 4 Filing - MY/ZP Equity, LP @ CHUY'S HOLDINGS, INC. - 2013-01-30

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person MY/ZP Equity, LP 2. Issuer Name and Ticker or Trading Symbol CHUY'S HOLDINGS, INC. [ CHUY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 1623 TOOMEY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2013 (Street) AUSTIN, TX78704 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/30/2013 S 477,637 D $ 24 417,901 D ( 1 ) ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MY/ZP Equity, LP 1623 TOOMEY ROAD AUSTIN, TX78704 See Remarks MY/ZP GP, LLC 1623 TOOMEY ROAD AUSTIN, TX78704 See Remarks Signatures MY/ZP Equity, LP, By: MY/ZP GP, LLC, By: /s/ Sharon Russell, attorney-in-fact for Michael Young, By: /s/ Sharon Russell, attorney-in-fact for John Zapp 01/31/2013 Signature of Reporting Person Date MY/ZP GP, LLC, By: /s/ Sharon Russell, attorney-in-fact for Michael Young, By: /s/ Sharon Russell, attorney-in-fact for John Zapp 01/31/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )MY/ZP Equity, LP ("MY/ZP Equity"), an entity in which Michael R. Young and John A. Zapp are the limited partners, sold 477,637 shares in a registered public offering on January 30, 2013 (the "Secondary Offering"). After the sale, MY/ZP Equity holds 417,901 shares directly. MY/ZP GP, LLC ("MY/ZP GP") is the sole general partner of MY/ZP Equity. Mr. Young, as trustee of the Young Descendants' Trust, and Mr. Zapp are the members of MY/ZP GP and each has voting and dispositive power of the shares and may each be deemed to indirectly beneficially own the shares. Both Mr. Young and Mr. Zapp disclaim beneficial ownership of the shares held by MY/ZP Equity. (Continued to footnote 2) ( 2 )In connection with the initial public offering of shares of common stock of Chuy's Holdings, Inc. (the "Company"), MY/ZP Equity entered into a Voting Agreement, dated July 9, 2012 (the "Voting Agreement") with the Company, Goode Chuy's Holdings, LLC, Goode Chuy's Direct Investors, LLC, J.P. Morgan U.S. Direct Corporate Finance Institutional Investors III LLC and 522 Fifth Avenue Fund, L.P. As a result of the Voting Agreement, each party thereto may have been deemed to beneficially own all of the shares of common stock of the parties to the Voting Agreement. Pursuant to the terms of the Voting Agreement, the Voting Agreement terminates once the parties thereto no longer own 50% of the outstanding common stock of the Company. In connection with the Secondary Offering, the Voting Agreement terminated and MY/ZP Equity is no longer subject to Section 16 reporting requirements.

Remarks: Former Member of 10% Owner Group

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 Number.