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
X
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*
AUSTIN JOHN D

(Last) (First) (Middle)
12500 WEST CREEK PARKWAY

(Street)
RICHMOND VA 23238

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PERFORMANCE FOOD GROUP CO [ PFGC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/23/2008
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 05/23/2008 D 13,676.5564 D $34.5(1) 0 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
Stock Appreciation Right $29.46 05/23/2008 D 14,700 (2) 03/02/2017 Common Stock 14,700 (6) 88,827 D
Stock Option (right to buy) $12.97 05/23/2008 D 234 (3) 05/05/2009 Common Stock 234 (6) 88,593 D
Stock Option (right to buy) $9.78 05/23/2008 D 9,000 (3) 03/14/2010 Common Stock 9,000 (7) 79,593 D
Stock Option (right to buy) $13.19 05/23/2008 D 4,000 (3) 04/28/2010 Common Stock 4,000 (6) 75,593 D
Stock Option (right to buy) $28.48 05/23/2008 D 6,250 (3) 05/02/2011 Common Stock 6,250 (6) 69,343 D
Stock Option (right to buy) $28.08 05/23/2008 D 2,000 (3) 10/15/2011 Common Stock 2,000 (6) 67,343 D
Stock Option (right to buy) $36.45 05/23/2008 D 11,000 (3) 02/05/2012 Common Stock 11,000 (8) 56,343 D
Stock Option (right to buy) $12.88 05/23/2008 D 7,766 (3) 04/01/2009 Common Stock 7,766 (7) 48,577 D
Stock Option (right to buy) $31.62 05/23/2008 D 13,000 (3) 02/26/2013 Common Stock 13,000 (6) 35,577 D
Stock Option (right to buy) $34.18 05/23/2008 D 15,000 (3) 03/30/2014 Common Stock 15,000 (6) 20,577 D
Stock Option (right to buy) $28.02 05/23/2008 D 5,200 (4) 04/21/2015 Common Stock 5,200 (6) 15,377 D
Stock Option (right to buy) $31.25 05/23/2008 D 15,377 (5) 04/10/2016 Common Stock 15,377 (6) 0 D
Explanation of Responses:
1. Cancelled pursuant to the Agreement and Plan of Merger, dated as of January 18, 2008 (the "Merger Agreement"), by and among Performance Food Group Company (the "Company"), Vistar Corporation and Panda Acquisition, Inc. and converted into the right to receive $34.50 per share.
2. This stock appreciation right provided for vesting on March 2, 2011.
3. Each of these stock options were fully vested as of May 23, 2008.
4. This stock option provided for vesting on April 21, 2009.
5. This stock option provided for vesting on April 10, 2010.
6. Replaced with options to purchase shares of an affiliate of Vistar Corporation in connection with the merger of Panda Acquisition, Inc. with and into the Company.
7. Cancelled in connection with the merger of Panda Acquisition, Inc. with and into the Company and converted into the right to receive a cash payment equal to the product of (i) the difference between $34.50 and the exercise price of the option and (ii) the aggregate number of shares issuable upon exercise of such option.
8. Cancelled in connection with the merger of Panda Acquisition, Inc. with and into the Company for no consideration.
Jeffery W. Fender, by power of attorney 05/28/2008
** 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.