James D Sturgell Form 3 US Foods Holding / James D Sturgell 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^*

Sturgell James D

(Last) (First) (Middle)

9399 W. HIGGINS RD., SUITE 100

(Street)

ROSEMONT IL 60018

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2023

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)
EVP, Chief Commercial 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	7,568(1)	D
Restricted Stock Units	18,070(2)(3)(4)(5)(6)	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
Employee Stock Option (right to buy)	03/29/2024(7)	03/29/2031	Common Stock	6,707(7)	36.95	D
Employee Stock Option (right to buy)	03/23/2023(8)	03/23/2030	Common Stock	7,105(8)	13.29	D

Explanation of Responses:

1. Includes 412 shares of the Issuer's common stock that were acquired by the Reporting Person through the Issuer's Employee Stock Purchase Plan.

2. Certain of these restricted stock units (5,232) were granted on March 27, 2023 and vest in three equal annual installments beginning on March 27, 2024. Each restricted stock unit represents a right to receive one share of the Issuer's common stock.

3. Certain of these restricted stock units (6,122) were granted on June 6, 2022 and vest on the one year anniversary. Each restricted stock unit represents a right to receive one share of the Issuer's common stock.

4. Certain of these restricted stock units were granted on March 28,2022 and vest in three equal tranches. One third of the restricted stock units have been distributed. The remaining restricted stock units (2,477) will vest on March 28, 2024, and 2025. Each restricted stock unit represents a right to receive one share of the Issuer's common stock.

5. Certain of these restricted stock units were granted on March 29, 2021 and vest in three equal tranches. Two thirds of the restricted stock units have been distributed. The remaining restricted stock units (1,128) will vest on March 29, 2024. Each restricted stock unit represents a right to receive one share of the Issuer's common stock.

6. Certain of these restricted stock units were granted on November 2, 2020 and vest in three equal tranches. Two thirds of the restricted stock units have been distributed. The remaining restricted stock units (3,111) will vest on November 2, 2023. Each restricted stock unit represents a right to receive one share of the Issuer's common stock.

7. Time-based stock options granted on March 29, 2021. Two thirds of these stock options have vested and are currently exercisable. The remaining stock options (2,236) will vest on March 29, 2024.

8. All options reported on this line are exercisable.

Remarks:

	Stephanie D. Miller, Attorney-in-Fact	06/01/2023
	** 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 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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