SEC FORM 3

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^*

Price Carol A.

(Last)

(First)

(Middle)

12500 WEST CREEK PARKWAY

(Street)

RICHMOND

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)

	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	61,669⁽¹⁾	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Options (Right to Buy)	⁽²⁾	11/22/2021	Common Stock	36,860	$10.37	D
Options (Right to Buy)	⁽³⁾	09/30/2025	Common Stock	20,120	$19	D
Options (Right to Buy)	⁽⁴⁾	09/30/2025	Common Stock	20,120	$19	D
Options (Right to Buy)	⁽⁵⁾	09/30/2025	Common Stock	8,789	$19	D

Explanation of Responses:

1. Includes restricted shares.

2. On November 22, 2011, the reporting person was granted an option to purchase 36,860 shares of common stock of the Issuer, which vest and become exercisable in five equal annual installments beginning on November 22, 2012.

3. 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).

4. 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).

5. An option that vests in four equal installments beginning on September 30, 2016.

Remarks:

Title: Senior Vice President and Chief Human Resources 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.