James D Hope Form 3 Performance Food / James D Hope ownership change

SEC Form 3

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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1. Name and Address of Reporting Person^*

Hope James D

(Last) (First) (Middle)

12500 WEST CREEK PARKWAY

(Street)

RICHMOND VA 23238

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2015

3. Issuer Name and Ticker or Trading Symbol
Performance Food Group Co [ PFGC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 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)
Common Stock	18,867(1)	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options (Right to Buy)	(2)	09/03/2024	Common Stock	24,250	16.76	D
Options (Right to Buy)	(3)	09/30/2025	Common Stock	21,394	19	D
Options (Right to Buy)	(4)	09/30/2025	Common Stock	21,394	19	D
Options (Right to Buy)	(5)	09/30/2025	Common Stock	13,157	19	D

Explanation of Responses:

1. Restricted shares.

2. On March 12, 2015, the reporting person was granted an option to purchase 24,250 shares of common stock of the Issuer with a vesting reference date of September 3, 2014, which vest and become exercisable in five equal annual installments beginning on September 3, 2015.

3. Tranche II options that vest upon the achievement of certain vesting events more fully described in the Issuer's Registration Statement on Form S-1 (File No. 333-198654).

4. Tranche III options that vest upon the achievement of certain vesting events more fully described in the Issuer's Registration Statement on Form S-1 (File No. 333-198654).

5. An option that vests in four equal annual installments beginning on September 30, 2016.

Remarks:

Executive Vice President, Operations Exhibit 24 - Power of Attorney

	/s/ Michael L. Miller, as Attorney-in-Fact	10/01/2015
	** 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 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).
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