| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/25/2016 | 3. Issuer Name and Ticker or Trading Symbol US Foods Holding Corp. [ USFD ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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 | 154,438 | 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 | ||||
| Employee Stock Option (right to buy) | (1) | 04/01/2021 | Common Stock | 251,850 | 9.86 | D | |
| Employee Stock Option (right to buy) | (2) | 06/03/2023 | Common Stock | 35,190 | 12.56 | D | |
| Employee Stock Option (right to buy) | (3) | 06/03/2023 | Common Stock | 46,922 | 12.56 | D | |
| Employee Stock Option (right to buy) | (4) | 08/21/2025 | Common Stock | 13,888 | 12.56 | D | |
| Employee Stock Option (right to buy) | (5) | 08/21/2025 | Common Stock | 55,554 | 12.56 | D | |
| Employee Stock Option (right to buy) | (6) | 11/16/2025 | Common Stock | 36,421 | 14.58 | D | |
| Employee Stock Option (right to buy) | (7) | 11/16/2025 | Common Stock | 145,687 | 14.58 | D | |
| Restricted Stock Units | (8) | (8) | Common Stock | 3,616 | (8) | D | |
| Restricted Stock Units | (9) | (9) | Common Stock | 3,617 | (9) | D | |
| Restricted Stock Units | (10) | (10) | Common Stock | 6,430 | (10) | D | |
| Restricted Stock Units | (11) | (11) | Common Stock | 25,720 | (11) | D | |
| Explanation of Responses: |
| 1. All options in this tranche are exercisable. |
| 2. Performance-based stock options awarded on June 3, 2013. The performance-based stock options can be earned and may vest in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2013, 2014, 2015 and 2016. The performance criteria for 2014 were met and 11,730 performance-based options have been earned and have vested. The performance criteria for 2015 and for the cumulative 2013-2015 performance period were met, and 23,460 performance-based options have been earned and will vest on June 3, 2016. The remaining 25% of performance-based stock options can be earned in the remaining performance period and are not reported in this table. |
| 3. Time-based stock options granted on June 3, 2013. Half of the time-based stock options have vested and are currently exercisable. The remaining time-based stock options will vest in equal annual installments on each June 3, 2016 and 2017, contingent on the reporting person's continued service with the Issuer. |
| 4. Performance-based stock options awarded on August 21, 2015. The performance-based stock options can be earned and may vest in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2015, 2016, 2017 and 2018. The performance criteria for 2015 were met, and 13,888 performance-based options have been earned and vested on December 31, 2015. The remaining 75% of performance-based stock options can be earned in the remaining performance periods and are not reported in this table. |
| 5. Time-based stock options granted on August 21, 2015. One-fourth of the time-based stock options have vested and are currently exercisable. The remaining time-based stock options will vest and become exercisable in equal annual installments on each December 31, 2016, 2017, and 2018, contingent on the reporting person's continued service with the Issuer. |
| 6. Performance-based stock options awarded on November 16, 2015. The performance-based stock options can be earned and may vest in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2015, 2016, 2017 and 2018. The performance criteria for 2015 were met, and 36,421 performance-based options have been earned and will vest on June 3, 2016. The remaining 75% of performance-based stock options can be earned in the remaining performance periods and are not reported in this table. |
| 7. Time-based stock options granted on November 16, 2015. The time-based stock options will vest and become exercisable in four equal annual installments on each June 3, 2016, 2017, 2018, and 2019, contingent on the reporting person's continued service with the Issuer. |
| 8. Performance-based restricted stock units awarded on June 3, 2013. The performance-based restricted stock units can be earned and may vest in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2013, 2014, 2015 and 2016. The performance criteria for 2014 were met and 25% of the performance-based restricted stock units have been earned and have vested. The performance criteria for 2015 and for the cumulative 2013-2015 performance period were met, and 3,616 performance-based restricted stock units have been earned and will vest on June 3, 2016. The remaining 25% of performance-based restricted stock units can be earned in the remaining performance period and are not reported in this table. |
| 9. Time-based restricted stock units granted on June 3, 2013. The time-based restricted stock units vest in equal installments on each June 3, 2016 and 2017, contingent on the reporting person's continued service with the Issuer. |
| 10. Performance-based restricted stock units awarded on November 16, 2015. The performance-based restricted stock units can be earned and may vest in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2015, 2016, 2017 and 2018. The performance criteria for 2015 were met, and 6,430 performance-based restricted stock units have been earned and will vest on June 3, 2016. The remaining 75% of performance-based restricted stock units can be earned in the remaining performance periods and are not reported in this table. |
| 11. Time-based restricted stock units granted on November 16, 2015. The time-based restricted stock units vest in equal installments on each June 3, 2016, 2017, 2018 and 2019, contingent on the reporting person's continued service with the Issuer. |
| Remarks: |
| President, Chief Executive Officer Exhibit List 1. Exhibit 24 - Power of Attorney |
| /s/ Juliette Pryor, Attorney-in-Fact | 05/25/2016 | |
| ** 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). | ||
| 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 Number. | ||
