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*
HOLM GEORGE L

(Last) (First) (Middle)
12500 WEST CREEK PARKWAY

(Street)
RICHMOND VA 23238

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2015
3. Issuer Name and Ticker or Trading Symbol
Performance Food Group Co [ PFGC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
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 1,791,666(1) D
Common Stock 291,000(2) I See footnote(2)
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
Options (Right to Buy) (3) 08/24/2017 Common Stock 185,519 $3.9 D
Options (Right to Buy) (3) 12/11/2018 Common Stock 224,702 $7.67 D
Options (Right to Buy) (4) 09/30/2025 Common Stock 128,759 $19 D
Options (Right to Buy) (5) 09/30/2025 Common Stock 128,759 $19 D
Options (Right to Buy) (6) 09/30/2025 Common Stock 61,403 $19 D
Explanation of Responses:
1. Includes restricted shares.
2. Includes shares held by trusts of which Mr. Holm's children are the beneficiaries and for which Mr. Holm's wife acts as trustee. Mr. Holm disclaims beneficial ownership held by the trusts, except to the extent of his pecuniary interest therein.
3. An option that is fully vested.
4. Tranche II options that vest upon the achievement of certain vesting events more fully described in the Issuer's Registration Statement on Form S-1 (File No. 333-198654).
5. Tranche III options that vest upon the achievement of certain vesting events more fully described in the Issuer's Registration Statement on Form S-1 (File No. 333-198654).
6. An option that vests in four equal installments beginning on September 30, 2016.
Remarks:
President and Chief Executive Officer Exhibit 24 - Power of Attorney
/s/ Michael L. Miller, as Attorney-in-Fact 10/01/2015
** 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).
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.