0001209191-17-006400.txt : 20170131 0001209191-17-006400.hdr.sgml : 20170131 20170131163840 ACCESSION NUMBER: 0001209191-17-006400 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170131 FILED AS OF DATE: 20170131 DATE AS OF CHANGE: 20170131 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: DE FISCAL YEAR END: 0102 BUSINESS ADDRESS: STREET 1: 9399 W. HIGGINS RD. STREET 2: SUITE 500 CITY: ROSEMONT STATE: IL ZIP: 60018 BUSINESS PHONE: 8477208000 MAIL ADDRESS: STREET 1: 9399 W. HIGGINS RD. STREET 2: SUITE 500 CITY: ROSEMONT STATE: IL ZIP: 60018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CDR USF Co-Investor GP No. 2, Ltd CENTRAL INDEX KEY: 0001675409 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37786 FILM NUMBER: 17561620 BUSINESS ADDRESS: STREET 1: P.O. BOX 309 GT, UGLAND HOUSE STREET 2: SOUTH CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-407-5200 MAIL ADDRESS: STREET 1: C/O CLAYTON DUBILIER & RICE, LLC STREET 2: 375 PARK AVENUE, 18TH FL CITY: NEW YORK STATE: NY ZIP: 10152 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CDR USF Co-Investor No. 2, L.P. CENTRAL INDEX KEY: 0001675215 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37786 FILM NUMBER: 17561621 BUSINESS ADDRESS: STREET 1: P.O. BOX 309 GT, UGLAND HOUSE STREET 2: SOUTH CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-407-5200 MAIL ADDRESS: STREET 1: C/O CLAYTON DUBILIER & RICE, LLC STREET 2: 375 PARK AVENUE, 18TH FL CITY: NEW YORK STATE: NY ZIP: 10152 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-01-31 0 0001665918 US Foods Holding Corp. USFD 0001675215 CDR USF Co-Investor No. 2, L.P. C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001675409 CDR USF Co-Investor GP No. 2, Ltd C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 Common Stock 2017-01-31 4 S 0 20700000 26.00 D 62633332 I By affiliate Represents shares held following the transaction reported herein as follows: (i) 33,404,444 shares of common stock held by Clayton, Dubilier & Rice Fund VII, L.P., whose general partner is CD&R Associates VII, Ltd., whose sole stockholder is CD&R Associates VII, L.P., whose general partner is CD&R Investment Associates VII, Ltd.; (ii) 9,742,963 shares of common stock held by Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., whose general partner is CD&R Associates VII (Co-Investment), Ltd., whose sole stockholder is CD&R Associates VII, L.P.; (iii) 237,844 shares of common stock held by CD&R Parallel Fund VII, L.P., whose general partner is CD&R Parallel Fund Associates VII, Ltd.; (continued at footnote 2) (iv) 13,680,674 shares of common stock held by CDR USF Co-Investor L.P., whose general partner is CDR USF Co-Investor GP Limited, whose sole stockholder is Clayton, Dubilier & Rice Fund VII, L.P.; and (v) 5,567,407 shares of common stock held by CDR USF Co-Investor No. 2, L.P., whose general partner is CDR USF Co-Investor GP No. 2, Limited, whose sole stockholder is CD&R Associates VII, L.P. Each of CD&R Associates VII, Ltd., CD&R Associates VII, L.P. and CD&R Investment Associates VII, Ltd. expressly disclaims beneficial ownership of the shares held by Clayton, Dubilier & Rice Fund VII, L.P., as well as the shares held by each of Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CD&R Parallel Fund VII, L.P., CDR USF Co-Investor L.P. and CDR USF Co-Investor No. 2, L.P. Each of CDR USF Co-Investor GP Limited and CDR USF Co-Investor GP No. 2, Limited expressly disclaims beneficial ownership of the shares held by each of CDR USF Co-Investor Limited, CDR USF Co-Investor No. 2, Limited, (continued at footnote 4) Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P. and CD&R Parallel Fund VII, L.P. CD&R Parallel Fund Associates VII, Ltd. expressly disclaims beneficial ownership of the shares held by each of CD&R Parallel Fund VII, L.P., Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CDR USF Co-Investor L.P. and CDR USF Co-Investor No. 2, L.P. Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed today reporting on the same securities by the following joint filers: Clayton, Dubilier & Rice Fund VII, L.P.; CD&R Associates VII, Ltd.; CD&R Associates VII, L.P.; CD&R Investment Associates VII, Ltd.; Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P.; CD&R Associates VII (Co-Investment), Ltd.; CD&R Parallel Fund VII, L.P.; CD&R Parallel Fund Associates VII, Ltd.; CDR USF Co-Investor L.P.; CDR USF Co-Investor GP Limited; CDR USF Co-Investor No. 2, L.P.; and CDR USF Co-Investor GP No. 2, Limited. CDR USF Co-Investor No. 2, L.P., By: CDR USF Co-Investor GP No. 2, Limited, its general partner, By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 2017-01-31 CDR USF Co-Investor GP No. 2, Limited, By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 2017-01-31