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)
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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) 03/07/2023 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 03/07/2023 | C(1) | 7,600,037 | A | $21.5(2) | 7,600,037 | I | See footnotes(3)(6) | ||
| Common Stock | 03/07/2023 | S | 7,600,000 | D | $38.83 | 37 | I | See footnotes(3)(6) | ||
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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 | ||||||||
| Series A Convertible Preferred Stock | $21.5(2) | 03/07/2023 | C(1) | 161,237 | (4) | (4) | Common Stock | 7,600,037(2)(5) | $0 | 371,044 | I | See footnotes(3)(6) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On March 7, 2023, in connection with a sale of shares of Common Stock, par value of $0.01 per share (the " Common Stock"), of US Foods Holding Corp. (the "Issuer"), KKR Fresh Holdings L.P. delivered a conversion notice to convert 161,237 shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), of the Issuer into shares of Common Stock pursuant to the terms thereof. |
| 2. Series A Preferred Stock is convertible into (i) a number of shares of Common Stock equal to the quotient of (A) the sum of the liquidation preference and any accrued dividends with respect to such share of Series A Preferred Stock as of the applicable conversion date divided by (B) the conversion price as of the applicable conversion date plus (ii) cash in lieu of fractional shares. The current conversion price is a dollar amount equal to $1,000 divided by the current conversion rate of 46.5116, or approximately $21.50 per share, and is subject to certain anti-dilution adjustments. |
| 3. The securities reported herein are held by KKR Fresh Holdings L.P. KKR Fresh Holdings GP LLC is the general partner of KKR Fresh Holdings L.P. KKR Fresh Aggregator L.P. is the sole member of KKR Fresh Holdings GP LLC. KKR Fresh Aggregator GP LLC is the general partner of KKR Fresh Aggregator L.P. KKR Americas Fund XII L.P. is the sole member of KKR Fresh Aggregator GP LLC. KKR Associates Americas XII L.P. is the general partner of KKR Americas Fund XII L.P. KKR Americas XII Limited is the general partner of KKR Americas Fund XII L.P. KKR Group Partnership L.P. is the sole member of KKR Americas XII Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP. |
| 4. The Series A Preferred Stock is convertible into shares of Common Stock at any time at the option of the holder thereof and has no stated maturity. The Series A Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert any or all of the Series A Preferred Stock into Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met. |
| 5. The shares of Series A Preferred Stock reported herein have an initial liquidation preference of $1,000.00 per share. The Series A Preferred Stock has a cumulative dividend rate of 7.0% per annum, payable quarterly in arrears, on March 31, June 30, September 30 and December 31 of each year. If the Issuer does not declare and pay a dividend on the Series A Preferred Stock, the dividend rate will increase by 3.0% to 10.0% per annum until all accrued but unpaid dividends have been paid in full. Dividends will be payable in cash or in kind, or a combination of both, at the option of the Issuer. |
| 6. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |
| Remarks: |
| Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4. Exhibit List: Exhibit 24 - Power of Attorney |
| KKR FRESH HOLDINGS L.P. By: KKR Fresh Holdings GP LLC, its general partner By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary | 03/09/2023 | |
| KKR FRESH HOLDINGS GP LLC By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary | 03/09/2023 | |
| KKR Fresh Aggregator L.P. By: KKR Fresh Aggregator GP LLC, its general partner By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary | 03/09/2023 | |
| KKR Fresh Aggregator GP LLC By: /s/ Christopher Lee Name: Christopher Lee Title: Assistant Secretary | 03/09/2023 | |
| KKR Americas Fund XII L.P. By: KKR Associates Americas XII L.P., its general partner, By: KKR Americas XII Limited, its general partner, By: /s/ Christopher Lee Name: Christopher Lee Title: Attorney-in-fact for Jason Carss, Director | 03/09/2023 | |
| KKR Associates Americas XII L.P. By: KKR Americas XII Limited, its general partner By: /s/ Christopher Lee Name: Christopher Lee Title: Attorney-in-fact for Jason Carss, Director | 03/09/2023 | |
| KKR Americas XII Limited By: /s/ Christopher Lee Name: Christopher Lee Title: Attorney-in-fact for Jason Carss, Director | 03/09/2023 | |
| ** 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. | ||