Sec Form 4 Filing - OVERTON DAVID @ CHEESECAKE FACTORY INC - 2019-02-13

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
OVERTON DAVID
2. Issuer Name and Ticker or Trading Symbol
CHEESECAKE FACTORY INC [ CAKE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and C.E.O.
(Last) (First) (Middle)
26901 MALIBU HILLS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/13/2019
(Street)
CALABASAS HILLS, CA91301
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 02/13/2019 A 23,700 ( 1 ) A $ 0 44,300 ( 2 ) D
Common Stock 2,864,760 I By Trust ( 3 )
Common Stock 183,950 I By Trust ( 4 )
Common Stock 60,211 I By Trust ( 5 )
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
Employee Stock Option (right to buy) $ 46.03 02/13/2019 A 104,000 ( 6 ) 02/13/2027 Common Stock 104,000 $ 0 104,000 D
Restricted Stock Units ( 7 ) $ 0 02/13/2019 A 18,750 ( 8 ) ( 9 ) Common Stock 18,750 $ 0 18,750 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OVERTON DAVID
26901 MALIBU HILLS ROAD
CALABASAS HILLS, CA91301
X Chairman and C.E.O.
Signatures
David Overton by Scarlett May, his attorney in fact 02/14/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted stock award which vests as to 60% of shares on 2/13/2022, and 20% of shares on each of 2/13/2023 and 2/13/2024.
( 2 )Shares of restricted stock subject to forfeiture.
( 3 )Shares held by the David M. Overton Family Trust of which Mr. Overton is trustee.
( 4 )Shares held by the David M. Overton 2011 Gift Trust UTA dated 11/23/2011 for the benefit of the reporting person's son. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities.
( 5 )Shares held by Mr. Overton's spouse as trustee for the Sheila A. Overton Living Trust. The reporting person disclaims beneficial ownership of these securities.
( 6 )Vests as to 20% of the options on each of 2/13/2020, 2021, 2022, 2023 and 2024.
( 7 )Each restricted stock unit represents a contingent right to receive one share of CAKE common stock.
( 8 )On February 13, 2019, the Compensation Committee certificated to the attainment of the EPS goals and determined that 75% of the RSUs were eligible to vest based on continued service-vesting conditions, subject to continued service.
( 9 )Restricted Stock Unit award expires upon reporting person's termination of services.

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).
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