UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 

1.

Names of Reporting Persons
David Overton

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,875,605

6.

Shared Voting Power
0

7.

Sole Dispositive Power
3,875,605

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,875,605

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

11.

Percent of Class Represented by Amount in Row (9)
7.5%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
The Cheesecake Factory Incorporated

(b)

Address of Issuer’s Principal Executive Offices
26901 Malibu Hills Drive

Calabasas Hills, CA 91301

Item 2.

(a)

Name of Person Filing
David Overton

(b)

Address of Principal Business Office or, if none, Residence
26901 Malibu Hills Drive

Calabasas Hills, CA 91301

(c)

Citizenship
United States

(d)

Title of Class of Securities
Common stock, $0.01 par value

(e)

CUSIP Number
163072101

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act.

(b)

o

Bank as defined in section 3(a)(6) of the Act.

(c)

o

Insurance company as defined in section 3(a)(19) of the Act.

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940.

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)

o

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(h)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with

Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

3,875,605

(b)

Percent of class:   

7.5%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

3,875,605

(ii)

Shared power to vote or to direct the vote    

0

(iii)

Sole power to dispose or to direct the disposition of   

3,875,605

(iv)

Shared power to dispose or to direct the disposition of   

0

Mr. Overton’s beneficial stock ownership excludes 60,211 shares held by Mr. Overton’s spouse as trustee for the Sheila A. Overton Living Trust and 183,950 shares held by the David M. Overton 2011 Gift Trust UTA dated 11/23/2011 for the benefit of Mr. Overton’s son, of which Mr. Overton’s spouse is the trustee.  Mr. Overton has no voting or dispositive power over such shares and disclaims beneficial ownership thereof.  In addition, Mr. Overton’s beneficial ownership includes 653,000 shares that he has the right to acquire upon exercise of options to purchase within 60 days of February 14, 2014.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

NOT APPLICABLE

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

NOT APPLICABLE

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

NOT APPLICABLE

Item 8.

Identification and Classification of Members of the Group

NOT APPLICABLE

Item 9.

Notice of Dissolution of Group

NOT APPLICABLE

Item 10.

Certification

NOT APPLICABLE

February 14, 2014

Date

/s/ David Overton

Signature

David Overton, Chairman and Chief Executive Officer
The Cheesecake Factory Incorporated

Name/Title

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).