Sachem Head GP Form 3 US Foods Holding / Scott D. Ferguson 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^*

Ferguson Scott D.

(Last) (First) (Middle)

250 WEST 55TH STREET, 34TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/18/2022

3. Issuer Name and Ticker or Trading Symbol
US Foods Holding Corp. [ USFD ]

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

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

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

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

	Form filed by One Reporting Person
X	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, par value $0.01 ("Shares")	18,932,877	I	Please see footnotes(1)(2)(3)

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
Call Option	(4)	12/15/2023	Common Stock	200,000	50	I	Please see footnotes(1)(2)(3)
Call Option	(4)	12/15/2023	Common Stock	50,000	40	I	Please see footnotes(1)(2)(3)

1. Name and Address of Reporting Person^*

Ferguson Scott D.

(Last) (First) (Middle)

250 WEST 55TH STREET, 34TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sachem Head Capital Management LP

(Last) (First) (Middle)

250 WEST 55TH STREET

34TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Uncas GP LLC

(Last) (First) (Middle)

250 WEST 55TH STREET, 34TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sachem Head GP LLC

(Last) (First) (Middle)

250 WEST 55TH STREET, 34TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. In addition to Scott D. Ferguson, this Form 3 is being filed jointly by Sachem Head Capital Management LP ("Sachem Head"), Uncas GP LLC ("SH Management"), and Sachem Head GP LLC ("Sachem Head GP," and together with Mr. Ferguson, Sachem Head and SH Management, the "Reporting Persons"), each of whom has the same business address as Sachem Head and may be deemed to have a pecuniary interest in securities beneficially owned by it.

2. Includes securities directly owned by Sachem Head LP ("SH"), Sachem Head Master LP ("SHM"), SH Sagamore Master VIII Ltd. ("Sagamore Master VIII") and SH Stony Creek Master Ltd. ("Stony Creek Master" and, together with SH, SHM and Sagamore Master VIII, the "Sachem Head Funds"). The principal business of Sachem Head is to serve as investment advisor to certain affiliated funds, including the Sachem Head Funds. The principal business of SH Management is to serve as the sole general partner of Sachem Head. The principal business of Sachem Head GP is to serve as the general partner of certain affiliated funds, including SH and SHM. The principal occupation of Scott D. Ferguson is to serve as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP.

3. Each of Sachem Head, as the investment adviser to the Sachem Head Funds, SH Management, as the sole general partner of Sachem Head, and Scott Ferguson, as the managing partner of Sachem Head, may be deemed to beneficially own securities directly owned by the Sachem Head Funds. As the general partner of SH and SHM, Sachem Head GP may be deemed to beneficially own the securities directly owned by SH and SHM. Each of Sachem Head, SH Management, Sachem Head GP and Scott Ferguson disclaims beneficial ownership of the securities reported hereon for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except to the extent of its or his pecuniary interest therein, if any.

4. Represents American-style call options exercisable within the next sixty days.

Remarks:

Mr. Ferguson is the managing partner of Sachem Head and the managing member of each of SH Management and Sachem Head GP and also serves on the board of directors of the Issuer. As a result, the Reporting Persons other than Mr. Ferguson may be deemed directors of the Issuer by deputization.

	/s/ Michael D. Adamski, as Attorney-in-Fact	05/19/2022
	/s/ Michael D. Adamski, as General Counsel	05/19/2022
	/s/ Michael D. Adamski, as General Counsel	05/19/2022
	/s/ Michael D. Adamski, as General Counsel	05/19/2022
	** Signature of Reporting Person	Date
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