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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Scharbo Mark

(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)
06/03/2016
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 06/03/2016 M 8,637 A (1) 55,807 D
Common Stock 06/03/2016 F 3,948 D $25.29 51,859 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) 06/03/2016 M 3,616 (2) (2) Common Stock 3,616 $0.00 0 D
Restricted Stock Units (1) 06/03/2016 M 1,808 (3) (3) Common Stock 1,808 $0.00 1,809 D
Restricted Stock Units (1) 06/03/2016 M 1,606 (4) (4) Common Stock 1,606 $0.00 0 D
Restricted Stock Units (1) 06/03/2016 M 1,607 (5) (5) Common Stock 1,607 $0.00 4,823 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
2. Performance-based restricted stock units awarded on June 3, 2013. The performance-based restricted stock units can be earned and may vest in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2013, 2014, 2015 and 2016. The performance criteria for 2014 were met and 25% of the performance-based restricted stock units have been earned and have vested. The performance criteria for 2015 and for the cumulative 2013-2015 performance period were met, and 3,616 performance-based restricted stock units have been earned and vested on June 3, 2016. The remaining 25% of performance-based restricted stock units can be earned in the remaining performance period and are not reported in this table.
3. Time-based restricted stock units granted on June 3, 2013. On June 3, 2016, 1,808 time-based restricted stock units vested. The remaining time-based restricted stock units will vest on June 3, 2017, contingent on the reporting person's continued service with the Issuer.
4. Performance-based restricted stock units awarded on November 16, 2015. The performance-based restricted stock units can be earned and may vest in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2015, 2016, 2017 and 2018. The performance criteria for 2015 were met, and 1,606 performance-based restricted stock units have been earned and vested on June 3, 2016. The remaining 75% of performance-based restricted stock units can be earned in the remaining performance periods and are not reported in this table. The number of restricted stock units held in this tranche has been reduced by 1 unit to correct differences in rounding.
5. Time-based restricted stock units granted on November 16, 2015. On June 3, 2016, 1,607 time-based restricted stock units vested. The remaining time-based restricted stock units vest in equal installments on each June 3, 2017, 2018 and 2019, contingent on the reporting person's continued service with the Issuer.
Remarks:
Chief Supply Chain Officer
/s/ Juliette W. Pryor, Attorney-in-Fact 06/07/2016
** 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.