FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Scharbo Mark

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/25/2016 

3. Issuer Name and Ticker or Trading Symbol

US Foods Holding Corp. [USFD]

(Last)        (First)        (Middle)

9399 W. HIGGINS ROAD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Supply Chain Officer /

(Street)

ROSEMONT, IL 60018       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   47170   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)     (1) 3/31/2023   Common Stock   25924   $12.56   D    
Employee Stock Option (right to buy)     (2) 3/31/2023   Common Stock   43210   $12.56   D    
Employee Stock Option (right to buy)     (3) 6/3/2023   Common Stock   35190   $12.56   D    
Employee Stock Option (right to buy)     (4) 6/3/2023   Common Stock   46922   $12.56   D    
Employee Stock Option (right to buy)     (5) 11/16/2025   Common Stock   9105   $14.58   D    
Employee Stock Option (right to buy)     (6) 11/16/2025   Common Stock   36422   $14.58   D    
Restricted Stock Units     (7)   (7) Common Stock   3616     (7) D    
Restricted Stock Units     (8)   (8) Common Stock   3617     (8) D    
Restricted Stock Units     (9)   (9) Common Stock   1607     (9) D    
Restricted Stock Units     (10)   (10) Common Stock   6430     (10) D    

Explanation of Responses:
( 1)  Performance-based stock options awarded on March 31, 2013. The performance-based stock options 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, 2016 and 2017. The performance criteria for 2014 were met and 8,642 performance-based options have been earned and have vested. The performance criteria for 2015 and for the cumulative 2013-2015 performance period were met, and 17,282 performance-based options have been earned and have vested. The remaining 40% of performance-based stock options can be earned in the remaining performance period and are not reported in this table.
( 2)  Time-based stock options granted on March 31, 2013. Three-fifths of the time-based stock options have vested and are currently exercisable. The remaining time-based stock options will vest in equal annual installments on each December 31, 2016 and 2017, contingent on the reporting person's continued service with the Issuer.
( 3)  Performance-based stock options awarded on June 3, 2013. The performance-based stock options 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 11,730 performance-based options have been earned and have vested. The performance criteria for 2015 and for the cumulative 2013-2015 performance period were met, and 23,460 performance-based options have been earned and will vest on June 3, 2016. The remaining 25% of performance-based stock options can be earned in the remaining performance period and are not reported in this table.
( 4)  Time-based stock options granted on June 3, 2013. Half of the time-based stock options have vested and are currently exercisable. The remaining time-based stock options will vest in equal annual installments on each June 3, 2016 and 2017, contingent on the reporting person's continued service with the Issuer.
( 5)  Performance-based stock options awarded November 16, 2015. The performance-based stock options 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 9,105 performance-based options have been earned and will vest on June 3, 2016. The remaining 75% of performance-based stock options can be earned in the remaining performance periods and are not reported in this table.
( 6)  Time-based stock options granted November 16, 2015. The time-based stock options will vest and become exercisable in four equal annual installments on each June 3, 2016, 2017, 2018, and 2019, contingent on the reporting person's continued service with the Issuer.
( 7)  Performance-based restricted stock units awarded 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 will vest 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.
( 8)  Time-based restricted stock units granted June 3, 2013. The time-based restricted stock units vest in equal installments on each June 3, 2016 and 2017, contingent on the reporting person's continued service with the Issuer.
( 9)  Performance-based restricted stock units awarded 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 1,607 performance-based restricted stock units have been earned and will vest 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.
( 10)  Time-based restricted stock units granted November 16, 2015. The time-based restricted stock units vest in equal installments on each June 3, 2016, 2017, 2018 and 2019, contingent on the reporting person's continued service with the Issuer.

Remarks:
Exhibit List
1. Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Scharbo Mark
9399 W. HIGGINS ROAD
ROSEMONT, IL 60018


Chief Supply Chain Officer

Signatures
/s/ Juliette Pryor, Attorney-in-Fact 5/25/2016
** 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 5(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 control number.
US Foods (NYSE:USFD)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more US Foods Charts.
US Foods (NYSE:USFD)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more US Foods Charts.