0001193805-23-001581.txt : 20231212
0001193805-23-001581.hdr.sgml : 20231212
20231212070654
ACCESSION NUMBER: 0001193805-23-001581
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231211
FILED AS OF DATE: 20231212
DATE AS OF CHANGE: 20231212
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sachem Head Capital Management LP
CENTRAL INDEX KEY: 0001582090
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37786
FILM NUMBER: 231479940
BUSINESS ADDRESS:
STREET 1: 250 WEST 55TH STREET
STREET 2: 34TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-714-3300
MAIL ADDRESS:
STREET 1: 250 WEST 55TH STREET
STREET 2: 34TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Uncas GP LLC
CENTRAL INDEX KEY: 0001658906
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37786
FILM NUMBER: 231479938
BUSINESS ADDRESS:
STREET 1: 250 WEST 55TH STREET, 34TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-714-3300
MAIL ADDRESS:
STREET 1: 250 WEST 55TH STREET, 34TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sachem Head GP LLC
CENTRAL INDEX KEY: 0001658917
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37786
FILM NUMBER: 231479939
BUSINESS ADDRESS:
STREET 1: 250 WEST 55TH STREET, 34TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-714-3300
MAIL ADDRESS:
STREET 1: 250 WEST 55TH STREET, 34TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ferguson Scott D.
CENTRAL INDEX KEY: 0001658919
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37786
FILM NUMBER: 231479941
MAIL ADDRESS:
STREET 1: 250 WEST 55TH STREET, 34TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: US Foods Holding Corp.
CENTRAL INDEX KEY: 0001665918
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140]
IRS NUMBER: 260347906
STATE OF INCORPORATION: IL
FISCAL YEAR END: 0101
BUSINESS ADDRESS:
STREET 1: 9399 W. HIGGINS RD.
STREET 2: SUITE 100
CITY: ROSEMONT
STATE: IL
ZIP: 60018
BUSINESS PHONE: 8477208000
MAIL ADDRESS:
STREET 1: 9399 W. HIGGINS RD.
STREET 2: SUITE 100
CITY: ROSEMONT
STATE: IL
ZIP: 60018
4
1
e619111_4-ferguson.xml
X0508
4
2023-12-11
0
0001665918
US Foods Holding Corp.
USFD
0001658919
Ferguson Scott D.
250 WEST 55TH STREET, 34TH FLOOR
NEW YORK
NY
10019
1
0
0
0
0001582090
Sachem Head Capital Management LP
250 WEST 55TH STREET
34TH FLOOR
NEW YORK
NY
10019
0
0
0
1
See Remarks
0001658906
Uncas GP LLC
250 WEST 55TH STREET, 34TH FLOOR
NEW YORK
NY
10019
0
0
0
1
See Remarks
0001658917
Sachem Head GP LLC
250 WEST 55TH STREET, 34TH FLOOR
NEW YORK
NY
10019
0
0
0
1
See Remarks
0
Common Stock, par value $0.01 ("Shares")
2023-12-11
4
S
0
3000000
43.87
D
15932877
I
See footnote
Common Stock, par value $0.01 ("Shares")
8793
D
Call Option
50.00
2023-12-11
4
S
0
2000
0
D
2023-12-15
Common Stock
200000
0
I
See footnote
Call Option
40.00
2023-12-11
4
S
0
500
5
D
2023-12-15
Common Stock
50000
0
I
See footnote
In addition to Scott D. Ferguson, this Form 4 is being filed jointly by Sachem Head Capital Management LP ("Sachem Head"), Uncas GP LLC ("SH Management"), and Sachem Head GP LLC ("Sachem Head GP," and together with Mr. Ferguson, Sachem Head and SH Management, the "Reporting Persons"), each of whom has the same business address as Sachem Head and may be deemed to have a pecuniary interest in securities beneficially owned by it.
Includes securities directly owned by Sachem Head LP ("SH"), Sachem Head Master LP ("SHM"), SH Sagamore Master VIII Ltd. ("Sagamore Master VIII") and SH Stony Creek Master Ltd. ("Stony Creek Master" and, together with SH, SHM and Sagamore Master VIII, the "Sachem Head Funds"). The principal business of Sachem Head is to serve as investment advisor to certain affiliated funds, including the Sachem Head Funds. The principal business of SH Management is to serve as the sole general partner of Sachem Head. The principal business of Sachem Head GP is to serve as the general partner of certain affiliated funds, including SH and SHM. The principal occupation of Scott D. Ferguson is to serve as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP.
Each of Sachem Head, as the investment adviser to the Sachem Head Funds, SH Management, as the sole general partner of Sachem Head, and Scott Ferguson, as the managing partner of Sachem Head, may be deemed to beneficially own the securities directly owned by the Sachem Head Funds. As the general partner of SH and SHM, Sachem Head GP may be deemed to beneficially own the securities directly owned by SH and SHM. Each of Sachem Head, SH Management, Sachem Head GP and Scott Ferguson disclaims beneficial ownership of the securities reported hereon for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except to the extent of its or his pecuniary interest therein, if any.
Pursuant to an arrangement between Mr. Ferguson and Sachem Head, the restricted stock units are held by Mr. Ferguson for the benefit of Sachem Head. Such units are included as directly beneficially owned by Mr. Ferguson, but may also be deemed to be beneficially owned by Sachem Head and SH Management, Sachem Head's General Partner, as a result of such arrangements. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
The Call Options were acquired on May 18, 2021 and were exercisable on the date of acquisition.
The Call Options were acquired on May 17, 2021 and were exercisable on the date of acquisition.
Mr. Ferguson is the managing partner of Sachem Head and the managing member of each of SH Management and Sachem Head GP LLC and also serves on the board of directors of the Issuer. As a result, the Reporting Persons other than Mr. Ferguson may be deemed directors of the Issuer by deputization.
/s/ Michael D. Adamski, as Attorney-in-Fact
2023-12-12
/s/ Michael D. Adamski, as General Counsel
2023-12-12
/s/ Michael D. Adamski, as General Counsel
2023-12-12
/s/ Michael D. Adamski, as General Counsel
2023-12-12