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~~Securities Exchange ofAct ~~Report (Date~~ of ~~earliest event Reported): December 1, 2017~~ 1934

~~Fogo~~Date deof Report ~~Chao,~~(Date ~~Inc.~~of earliest event reported): February 20, 2018

~~(Exact~~Fogo ~~Name~~de ofChão, ~~Registrant as Specified in Charter)~~ Inc.

Delaware		001-37450		45-5353489
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

(Exact name of registrant as specified in its charter)

14881 Quorum Drive, Suite 750, Dallas, TX 75254

Delaware

001-37450

45-5353489

(State of Incorporation

or Organization)

(Commission

File Number)

(IRS Employer

Identification Number)

~~(Address~~5908 ofHeadquarters Drive, ~~Principal~~Suite ~~Executive~~K200, ~~Offices)~~Plano, ~~(Zip~~TX ~~Code)~~ 75024

(Address of Principal Executive Offices)

972-960-9533

(Registrant’s Telephone ~~telephone number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code)

~~(Former~~Not ~~name or former address, if changed since last report)~~ Applicable

~~Check~~(Former ~~the~~Name or ~~appropriate~~Former ~~box~~Address, ~~below~~ if ~~the~~Changed ~~Form~~Since ~~8-K~~Last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ Report)

☐Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~Registrant ~~Act~~under any of the following provisions (17See ~~CFR~~General ~~230~~Instructions A.~~425~~2. below):

☐o Written ~~Soliciting~~communications ~~material~~ pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

☐o Soliciting ~~Pre-commencement~~material ~~communications~~ pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

☐ o Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Indicate~~o Pre-commencement bycommunications ~~check~~pursuant ~~mark~~to ~~whether the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~13e-4(~~§230.405 of this chapter~~c) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§240.~~12b~~13e-~~2 of this chapter~~4(c)~~. Emerging growth company ☒~~ )

~~If an emerging growth company, indicate~~ Indicate by check mark ifwhether the registrant ~~has~~is ~~elected~~an ~~not~~emerging togrowth ~~use~~company ~~the~~as ~~extended~~defined ~~transition~~in ~~period~~Rule ~~for~~405 ~~complying~~of ~~with~~the ~~any~~Securities ~~new~~Act ~~or revised~~of ~~financial~~1933 ~~accounting~~(§230.405 of ~~standards~~this ~~provided~~chapter) ~~pursuant~~or toRule ~~Section 13(a)~~12b-2 of the Securities Exchange Act of 1934 (§240. ☒12b-2 of this chapter). Emerging growth company x

~~Item~~If ~~5.02.~~an ~~Departure~~emerging growth ofcompany, ~~Directors~~indicate orby ~~Certain~~check ~~Officers;~~mark ~~Election~~if ofthe ~~Directors;~~registrant ~~Appointment~~has ofelected ~~Certain~~not ~~Officers;~~to ~~Compensatory~~use ~~Arrangements~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of ~~Certain~~the ~~Officers~~Exchange Act. x

OnItem ~~December 1,~~7.01 ~~2017,~~REGULATION ~~the~~FD ~~Company’s Board of Directors approved:~~ DISCLOSURE

•On ~~Grants~~February 20, of2018, ~~performance-based~~Fogo ~~restricted~~de ~~shares~~Chão, ~~under~~Inc. (the “Company’s”) ~~2015~~issued ~~Omnibus~~a ~~Incentive~~press ~~Plan~~release towith ~~certain~~Rhône ofCapital ~~our~~(“Rhône”) announcing ~~employees.~~entry ~~Lawrence~~into J.a ~~Johnson,~~definitive ~~our~~agreement ~~Chief~~providing ~~Executive~~for ~~Officer,~~the ~~was~~acquisition ~~awarded~~of ~~21,929~~the ~~performance-based~~Company ~~restricted~~by ~~shares,~~investment ~~George~~entities Baffiliated with Rhône. ~~McGowan,~~A ~~our~~copy ~~President,~~of ~~was~~the ~~awarded~~press ~~9,259~~release ~~performance-based~~is ~~restricted~~attached ~~shares~~as ~~and~~Exhibit ~~Selma~~99.1 ~~Oliveira,~~to ~~our~~this ~~Chief~~Current ~~Operating~~Report ~~Officer,~~on ~~was~~Form ~~awarded~~8-K ~~5,834~~and ~~performance-based~~is ~~restricted~~incorporated ~~shares~~by reference herein.

•The ~~Change~~Company is furnishing these materials and the information in this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of ~~Control~~Section ~~Agreements~~18 (of the Securities Exchange Act of 1934, as amended (the “~~CoC~~Exchange ~~Agreements~~Act”), ~~for~~or ~~certain~~otherwise subject to the liabilities of ~~our~~that ~~employees~~Section, ~~including~~and ~~Mr.~~shall ~~Johnson~~not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, ~~Mr.~~as ~~McGowan~~amended, or the Exchange Act, whether made before or after the date hereof and ~~Mrs.~~regardless ~~Oliveira~~of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

~~Our~~Item ~~form of Performance Based Restricted Stock Award Agreement sets forth the terms and conditions on which restricted shares of the Company’s common stock are earned by the award recipient~~9.01 ~~The~~financial ~~number~~statements of performance-based restricted shares represents the number of on-target shares for the three fiscal year performance period ending at the end of the Company’s 2020 fiscal year. The vesting percentage may be less than 100% of the on-target shares, based on the Company’s 2020 total revenue and EPS performance, with each metric applicable to 50% of the shares granted. These performance-based restricted shares will vest, if at all, subject to: (i) the Company achieving certain 2020 total revenue and EPS performance objectives and (ii) generally, the employee’s continued employment by the Company through the three-year measurement period exhibits

~~Each~~(d) ~~CoC Agreement has a term of three years~~Exhibits. Under the terms of each CoC Agreement, if, during the term of the CoC Agreement, the employee’s employment is terminated by the Company or its successor within two years following a change of control of the Company, other than for death, disability or “cause,” or by the employee for “good reason,” as those terms are defined in the agreement, he or she is entitled to receive:

• a lump sum payment in an amount equal to a stated multiple times the sum of (a) base pay (at the rate in effect for the year in which the termination date occurs), plus (b) bonus pay opportunity (at the targeted amount in effect for the year in which the termination date occurs or, if the bonus pay opportunity shall not have been established or shall be reduced after a change in control, the highest aggregate bonus pay opportunity as in effect for any of the three fiscal years immediately preceding the year in which the change in control occurred); and


Exhibit Number		Description

99.1		Press Release, dated February 20, 2018

~~• continuation for 18 months of all welfare benefits substantially similar to those that the employee was receiving or entitled to receive immediately prior to the termination date.~~SIGNATURE

~~The~~Pursuant to ~~applicable~~the ~~multiple~~requirements ~~under~~of ~~Mr. Johnson’s CoC Agreement is two and~~ the ~~applicable~~Securities ~~multiple~~Exchange ~~for~~Act ~~each~~ of ~~Mr. McGowan~~1934, ~~and Mrs. Oliveira~~as isamended, ~~one.~~the ~~Upon~~registrant ahas ~~change~~duly ofcaused ~~control,~~this ~~each~~report ~~employee’s~~to ~~equity~~be ~~awards~~signed on ~~will~~its ~~vest~~behalf ~~and~~by ~~any~~the ~~applicable~~undersigned ~~restrictions~~hereunto ~~will~~duly ~~lapse~~authorized.

~~The~~Date: ~~foregoing summaries of the materials terms of the forms of Performance-Based Restricted Stock Award Agreement and the CoC Agreement do not~~February ~~purport to be complete and are qualified in their entirety by the full text of such agreements~~20, ~~which are filed as Exhibits 10.1 and 10.2 to this Form 8-K and incorporated herein by reference.~~ 2018

~~Item~~FOGO 9DE CHÃO, INC.~~01.~~ ~~Financial~~By: ~~Statements~~/s/ ~~and~~Lawrence ~~Exhibits~~J. Johnson Lawrence J. Johnson Chief Executive Officer

(d) Exhibits.

ExhibitNumber		Description
10.1		Form of Performance-Based Restricted Stock Award Agreement under the 2015 Omnibus Incentive Plan
10.2		Form of Change of Control Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Fogo de Chao, Inc.
Date:	December 7, 2017	By:	/s/ Lawrence J. Johnson
			Lawrence J. Johnson
			Chief Executive Officer

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