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*
Kvasnicka Jay

(Last) (First) (Middle)
9399 W. HIGGINS ROAD

(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)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2018
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 06/03/2018 M 7,701 A (1)(2) 13,566(3) D
Common Stock 06/03/2018 F 3,414 D $36.45 10,152 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 (1) 06/03/2018 M 1,071 (4) (4) Common Stock 1,071 $0 0 D
Restricted Stock Units (1) 06/03/2018 M 1,072 (5) (5) Common Stock 1,072 $0 1,072 D
Restricted Stock Units (1) 06/03/2018 M 674 (6) (6) Common Stock 674 $0 0 D
Restricted Stock Units (1) 06/03/2018 M 674 (7) (7) Common Stock 674 $0 1,349 D
Restricted Stock Units (1) 06/03/2018 M 277 (8) (8) Common Stock 277 $0 0 D
Restricted Stock Units (1) 06/03/2018 M 277 (9) (9) Common Stock 277 $0 555 D
Restricted Stock Units (2) 06/03/2018 M 3,656 (10) (10) Common Stock 3,656 $0 7,313 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
2. 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 a share of the Issuer's common stock on the vesting date.
3. Share total includes an additional 2,643 shares not previously reported that were acquired by the Reporting Person through the Issuer's Employee Stock Purchase Plan.
4. The performance-based restricted stock units were awarded on November 16, 2015 and vested on June 3, 2018.
5. The restricted stock units were granted on November 16, 2015 and vest annually in four equal installments.
6. The performance-based restricted stock units were awarded on June 23, 2016 and vested on June 3, 2018.
7. The restricted stock units were granted on June 23, 2016 and vest annually in four equal installments.
8. The performance-based restricted stock units were awarded on November 11, 2016 and vested on June 3, 2018.
9. The restricted stock units were granted on November 11, 2016 and vest annually in four equal installments.
10. The restricted stock units were granted on June 3, 2017 and vest annually in three equal installments.
Remarks:
Executive Vice President, Locally-Managed Sales and Field Operations
/s/ Kathryn J. Holahan, Attorney-In-Fact 06/05/2018
** 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.