FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 *

Rohland Keith D.
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)
Chief Information Officer
(Last)          (First)          (Middle)

9399 W. HIGGINS ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

5/17/2018
(Street)

ROSEMONT, IL 60018
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/17/2018     M    75073   A $12.56   132506   D    
Common Stock   5/17/2018     M    75073   D $35.36   (1) 57433   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Employee Stock Option (right to buy)   $12.56   5/17/2018     M         37536      (2) 6/3/2023   Common Stock   37536.0   $12.56   0   D    
Employee Stock Option (right to buy)   $12.56   5/17/2018     M         37357      (3) 6/3/2023   Common Stock   37357.0   $12.56   0   D    

Explanation of Responses:
(1)  The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.10 to $35.62, inclusive. The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price in the range, upon request, to the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission.
(2)  TThe stock options were granted on June 3, 2013 and vested and became exercisable on June 3, 2015, 2016 and 2017 based on performance criteria for the 2014, 2015, and 2016 fiscal years and cumulative performance criteria for the 2013-2015 fiscal years.
(3)  The stock options were granted on June 3, 2013 and vested and became exercisable in four equal annual installments beginning on June 3, 2014.

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


Chief Information Officer

Signatures
/s/ Candace R. Jackson, Attorney-in-Fact 5/18/2018
** 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 control number.
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