Satriano Pietro Form 4 US Foods Holding / Pietro Satriano ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Satriano Pietro

(Last) (First) (Middle)

9399 W. HIGGINS ROAD

(Street)

ROSEMONT IL 60018

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/16/2018		M		163,284	A	$12.56	340,989	D
Common Stock	02/16/2018		S		163,284	D	$33.036(1)	177,705	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$12.56	02/16/2018		M			93,842	(2)	06/03/2023	Common Stock	93,842	$0.00	0	D
Employee Stock Option (right to buy)	$12.56	02/16/2018		M			27,776	(3)	08/21/2025	Common Stock	27,776	$0.00	0	D
Employee Stock Option (right to buy)	$12.56	02/16/2018		M			41,666	(4)	08/21/2025	Common Stock	41,666	$0.00	13,889	D

Explanation of Responses:

1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.71 to $33.57, inclusive. The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price in the range, upon request, to the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission.

2. Half of the stock options vested and became exercisable in four equal annual installments beginning on June 3, 2014. The remaining stock options vested and became exercisable on each June 3, 2014, 2015, 2016 and 2017 based on satisfaction of certain performance-based criteria for each of the 2014, 2015, 2016 and 2017 fiscal years.

3. The stock options vest and become exercisable on each December 31, 2015, 2016, 2017 and 2018 based on satisfaction of certain performance-based criteria for each of the 2015, 2016, 2017 and 2018 fiscal years.

4. The stock options vest and become exercisable in four equal annual installments beginning on December 31, 2015.

Remarks:

	/s/ Candace Jackson, Attorney-in-Fact	02/21/2018
	** 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 4 (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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