US Foods Holding (USFD) Form 3 US Foods Holding / Tiffany Monroe 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^*

Monroe Tiffany

(Last) (First) (Middle)

9399 W. HIGGINS ROAD

(Street)

ROSEMONT IL 60018

(City) (State) (Zip)

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)

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

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	4	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
Restricted Stock Units	(1)	(1)	Common Stock	1,714	(1)	D
Restricted Stock Units	(2)	(2)	Common Stock	6,858	(2)	D

Explanation of Responses:

1. 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 1,714 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.

2. 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:

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).
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