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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol US Foods Holding Corp. [ USFD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/15/2017 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 02/15/2017 | A | 1,955 | (1) | 06/03/2023 | Common Stock | 1,955 | $0.00 | 7,820(1) | D | ||||
| Employee Stock Option (right to buy) | $14.58 | 02/15/2017 | A | 6,070 | (2) | 11/16/2025 | Common Stock | 6,070 | $0.00 | 12,140(2) | D | ||||
| Employee Stock Option (right to buy) | $23.18 | 02/15/2017 | A | 7,157 | (3) | 06/23/2026 | Common Stock | 7,157 | $0.00 | 7,157(3) | D | ||||
| Employee Stock Option (right to buy) | $23.5 | 02/15/2017 | A | 2,536 | (4) | 11/11/2026 | Common Stock | 2,536 | $0.00 | 2,536(4) | D | ||||
| Restricted Stock Units | (5) | 02/15/2017 | A | 904 | (6) | (6) | Common Stock | 904 | $0.00 | 904 | D | ||||
| Restricted Stock Units | (5) | 02/15/2017 | A | 1,071 | (7) | (7) | Common Stock | 1,071 | $0.00 | 1,071 | D | ||||
| Restricted Stock Units | (5) | 02/15/2017 | A | 674 | (8) | (8) | Common Stock | 674 | $0.00 | 674 | D | ||||
| Restricted Stock Units | (5) | 02/15/2017 | A | 277 | (9) | (9) | Common Stock | 277 | $0.00 | 277 | D | ||||
| Explanation of Responses: |
| 1. Performance-based stock options awarded on June 3, 2013. The performance-based stock options can be earned and may vest and become exercisable 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 1,955 performance-based options were earned and have vested and become exercisable. The performance criteria for 2015 and for the cumulative 2013-2015 performance period were met, and 3,910 performance-based options were earned and have vested and become exercisable. The performance criteria for 2016 was met, and 1,955 performance-based options have been earned and will vest and become exercisable on June 3, 2017. |
| 2. Performance-based stock options awarded November 16, 2015. The performance-based stock options can be earned and may vest and become exercisable 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 6,070 performance-based options were earned and have vested and become exercisable. The performance criteria for 2016 were met, and 6,070 performance-based options have been earned and will vest and become exercisable on June 3, 2017. The remaining 50% of performance-based stock options can be earned in the remaining performance periods and are not reported in this table. |
| 3. Performance-based stock options awarded June 23, 2016. The performance-based stock options can be earned and may vest and become exercisable in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2016, 2017, 2018 and 2019. The performance criteria for 2016 were met, and 7,157 performance-based options have been earned and will vest and become exercisable on June 3, 2017. The remaining 75% of performance-based stock options can be earned in the remaining performance periods and are not reported in this table. |
| 4. Performance-based stock options awarded November 11, 2016. The performance-based stock options can be earned and may vest and become exercisable in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2016, 2017, 2018 and 2019. The performance criteria for 2016 were met, and 2,536 performance-based options have been earned and will vest and become exercisable on June 3, 2017. The remaining 75% of performance-based stock options can be earned in the remaining performance periods and are not reported in this table. |
| 5. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
| 6. Performance-based restricted stock units awarded June 3, 2013 and automatically adjusted in January 2016 pursuant to Section 8 of the 2007 Stock Incentive Plan for Key Employees of USF Holding Corp. and its Affiliates, as amended (the "2007 Plan"). 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 723 of the performance-based restricted stock units were earned and have vested. The performance criteria for 2015 and for the cumulative 2013-2015 performance period were met, and 1,808 performance-based restricted stock units were earned and have vested. The performance criteria for 2016 were met, and 904 performance-based restricted stock units have been earned and will vest on June 3, 2017. |
| 7. Performance-based restricted stock units awarded November 16, 2015 and automatically adjusted in January 2016 pursuant to Section 8 of the 2007 Plan. 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 1,071 performance-based restricted stock units were earned and have vested. The performance criteria for 2016 were met, and 1,071 performance-based restricted stock units have been earned and will vest on June 3, 2017. The remaining 50% of performance-based restricted stock units can be earned in the remaining performance periods and are not reported in this table. |
| 8. Performance-based restricted stock units awarded June 23, 2016. 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 2016, 2017, 2018 and 2019. The performance criteria for 2016 were met, and 674 performance-based options have been earned and will vest on June 3, 2017. The remaining 75% of performance-based restricted stock units can be earned in the remaining performance periods and are not reported in this table. |
| 9. Performance-based restricted stock units awarded November 11, 2016. 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 2016, 2017, 2018 and 2019. The performance criteria for 2016 were met, and 277 performance-based options have been earned and will vest on June 3, 2017. The remaining 75% of performance-based restricted stock units can be earned in the remaining performance periods and are not reported in this table. |
| Remarks: |
| Executive Vice President, Locally-Managed Sales and Field Operations |
| /s/ James Pyle, Attorney-in-Fact | 02/17/2017 | |
| ** 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). | ||
| 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. | ||