Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Goode Chuy's Holdings, LLC

2. Date of Event Requiring Statement (Month/Day/Year)
07/23/2012

3. Issuer Name and Ticker or Trading Symbol
CHUY'S HOLDINGS, INC. [CHUY]

(Last)

(First)

(Middle)

C/O GOODE PARTNERS LLC, 767 THIRD AVENUE, 22ND FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Member of 10% Owner Group

5. If Amendment, Date Original Filed(Month/Day/Year)
07/24/2012

(Street)

NEW YORK, NY 10017

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	7,667,768	$ ⁽¹⁾	D ⁽²⁾ ⁽⁵⁾
Series X Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	222,627	$ ⁽³⁾	D ⁽⁴⁾ ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Goode Chuy's Holdings, LLC C/O GOODE PARTNERS LLC 767 THIRD AVENUE, 22ND FLOOR NEW YORK, NY 10017		X		Member of 10% Owner Group
Goode Chuy's Direct Investors, LLC C/O GOODE PARTNERS LLC 767 THIRD AVENUE, 22ND FLOOR NEW YORK, NY 10017		X		Member of 10% Owner Group
GOODE INVESTORS I LLC C/O GOODE PARTNERS LLC 767 THIRD AVENUE, 22ND FLOOR NEW YORK, NY 10017		X		Member of 10% Owner Group
GOODE PARTNERS CONSUMER FUND I L P C/O GOODE PARTNERS LLC 767 THIRD AVENUE, 22ND FLOOR NEW YORK, NY 10017		X		Member of 10% Owner Group

Signatures

/s/ David J. Oddi, Authorized Signatory on behalf of Goode Chuy's Holdings, LLC		10/03/2012
^**Signature of Reporting Person		Date
/s/ David J. Oddi, Authorized Signatory on behalf of Goode Chuy's Direct Investors, LLC		10/03/2012
^**Signature of Reporting Person		Date
/s/ David J. Oddi, Authorized Signatory on behalf of Goode Investors I LLC		10/03/2012
^**Signature of Reporting Person		Date
/s/ David J. Oddi, Authorized Signatory on behalf of Goode Partners Consumer Fund I, L.P.		10/03/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	The series A preferred stock of Chuy's Holdings, Inc. (the "Company") will automatically convert on a one-for-one basis into shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") prior to the closing of the Company's initial public offering. Prior to the automatic conversion, a holder may voluntarily convert the series A preferred stock on a one-for-one basis into shares of Common Stock. The series A preferred stock has no expiration date.
(2)	Represents shares held directly by Goode Chuy's Holdings, LLC ("Goode Chuy's"). David J. Oddi is a member of Goode Investors I LLC, the general partner of Goode Partners Consumer Fund I, L.P., which is the managing director of Goode Chuy's. Mr. Oddi may be deemed to indirectly beneficially own the shares held by Goode Chuy's because of his affiliation with Goode Chuy's but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.
(3)	The series X preferred stock of the Company will automatically convert on a one-for-one basis into Common Stock prior to the closing of the Company's initial public offering. Prior to the automatic conversion, a holder may voluntarily convert the series X preferred stock on a one-for-one basis into shares of Common Stock. The series X preferred stock has no expiration date.
(4)	Represents shares held directly by Goode Chuy's Direct Investors, LLC ("Goode Direct"). David J. Oddi is a member of Goode Investors I LLC, the general partner of Goode Partners Consumer Fund I, L.P., which is the majority unitholder of Goode Direct. Mr. Oddi may be deemed to indirectly beneficially own the shares held by Goode Direct because of his affiliation with Goode Direct but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.
(5)	Jose Ferreira, Jr. does not beneficially own any securities of the Company as previously reported on the Form 3 of Goode Chuy's, Goode Direct, Goode Investors I LLC and Goode Partners Consumer Fund I, L.P. filed on July 24, 2012. This amendment reflects that Mr. Oddi has sole voting and dispositive power over the 7,667,768 shares of series A preferred stock owned by Goode Chuy's and over the 222,627 shares of series X preferred stock owned by Goode Direct. The previously filed Form 4 of Goode Chuy's, Goode Direct, Goode Investors I LLC and Goode Partners Consumer Fund I, L.P. should be read in light of this amendment.

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