FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Prentiss Michael A 		2. Issuer Name and Ticker or Trading Symbol

Fogo de Chao, Inc. [ FOGO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SrVP Corporate Administration
(Last)          (First)          (Middle)

C/O FOGO DE CHAO, INC., 5908 HEADQUARTERS DR. STE. K200 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/5/2018
(Street)

PLANO, TX 75024
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/5/2018     D (1)    26700   (2) D $15.75   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Stock Options (right to buy)   $7.64   4/5/2018     D         148170      (3) 7/20/2022   Common Stock   148170     (3) 0   D    
Stock Options (right to buy)   $15.27   4/5/2018     D         53463      (4) 7/20/2022   Common Stock   53463     (4) 0   D    

Explanation of Responses:
(1)  Disposed of pursuant to the consummation of the transactions contemplated by the merger agreement between issuer and affiliates of Rhone Capital for cash payment of $15.75 per share on the closing date of the merger.
(2)  In connection with the closing of the merger, all restrictions on each share of restricted issuer stock outstanding, including all restrictions related to performance-based vesting conditions, lapsed and all such shares were canceled in exchange for payment of $15.75 per share and retired. Reporting person held 5,748 restricted shares prior to the merger.
(3)  This option, which provided for vesting in five annual installments beginning one year after the grant date, was canceled in the merger in exchange for the per share cash payment of $8.11, representing the difference between the exercise price of the option and $15.75, the per share merger consideration for the issuer's common stock on the closing date of the merger.
(4)  This option, which provided for vesting in five annual installments beginning one year after the grant date, was canceled in the merger in exchange for the per share cash payment of $0.48, representing the difference between the exercise price of the option and $15.75, the per share merger consideration for the issuer's common stock on the closing date of the merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Prentiss Michael A
C/O FOGO DE CHAO, INC.
5908 HEADQUARTERS DR. STE. K200
PLANO, TX 75024

SrVP Corporate Administration

Signatures
/s/ Albert G. McGrath as Attorney-in-Fact 4/9/2018
** Signature of Reporting Person Date


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 control number.
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