Kvasnicka Jay Form 4 US Foods Holding / Jay Kvasnicka 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Kvasnicka Jay

(Last) (First) (Middle)

9399 WEST HIGGINS ROAD

SUITE 100

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Field Operations

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2021

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	03/26/2021		M		3,311	A	$0	57,375	D
Common Stock	03/26/2021		F		1,872	D	$37.14	55,503	D
Common Stock	03/29/2021		A		13,532	A	$0(1)	69,035	D
Common Stock	03/29/2021		A		5,819	A	$0(2)	74,854	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
Restricted Stock Units	(3)	03/26/2021		M			3,311	(4)	(4)	Common Stock	3,311	$0	0	D
Employee Stock Option (right to buy)	$36.95	03/29/2021		A		26,825		(5)	03/29/2031	Common Stock	26,825	$0	26,825	D
Restricted Stock Units	(6)	03/29/2021		A		25,373		(7)	(7)	Common Stock	25,373	$0	25,373	D

Explanation of Responses:

1. The restricted stock units were granted on March 29, 2021 and vest in three equal annual installments beginning on March 29, 2022. Each restricted stock unit represents a right to receive one share of the Issuer's common stock.

2. The restricted stock units were granted on March 29, 2021 and vest on the one-year anniversary of the grant date. Each restricted stock unit represents a right to receive one share of the Issuer's common stock.

3. Each restricted stock unit represents a right to receive one share of the Issuer's common stock or, in the Compensation Committee's discretion, cash equal to the fair market value of one share of the Issuer's common stock on the vesting date.

4. The restricted stock units were granted on March 26, 2018 and vested annually in three equal installments beginning on March 26, 2019.

5. The stock option was granted on March 29, 2021 and vests and becomes exercisable in three equal annual installments beginning on March 29, 2022.

6. Each performance-based restricted stock unit represents a contingent right to receive one share of the Company's common stock on the vesting date.

7. The performance-based restricted stock units will vest based on the Company's achievement of certain total shareholder return goals during the relevant performance period.

Remarks:

	/s/ Kathryn J. Holahan, Attorney-In-Fact	03/30/2021
	** 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.