Sec Form 4 Filing - Ferguson Scott D. @ US Foods Holding Corp. - 2023-12-11

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ferguson Scott 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) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 250 WEST 55TH STREET, 34TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 12/11/2023 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.01 ("Shares") 12/11/2023 S 3,000,000 D $ 43.87 15,932,877 I See footnote ( 1 ) ( 2 ) ( 3 ) Common Stock, par value $0.01 ("Shares") 8,793 D ( 1 ) ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Call Option $ 50 12/11/2023 S 2,000 ( 5 ) 12/15/2023 Common Stock 200,000 $ 0 0 I See footnote ( 1 ) ( 2 ) ( 3 ) Call Option $ 40 12/11/2023 S 500 ( 6 ) 12/15/2023 Common Stock 50,000 $ 5 0 I See footnote ( 1 ) ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ferguson Scott D. 250 WEST 55TH STREET, 34TH FLOOR NEW YORK, NY10019 X Sachem Head Capital Management LP 250 WEST 55TH STREET 34TH FLOOR NEW YORK, NY10019 See Remarks Uncas GP LLC 250 WEST 55TH STREET, 34TH FLOOR NEW YORK, NY10019 See Remarks Sachem Head GP LLC 250 WEST 55TH STREET, 34TH FLOOR NEW YORK, NY10019 See Remarks Signatures /s/ Michael D. Adamski, as Attorney-in-Fact 12/12/2023 Signature of Reporting Person Date /s/ Michael D. Adamski, as General Counsel 12/12/2023 Signature of Reporting Person Date /s/ Michael D. Adamski, as General Counsel 12/12/2023 Signature of Reporting Person Date /s/ Michael D. Adamski, as General Counsel 12/12/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In addition to Scott D. Ferguson, this Form 4 is being filed jointly by Sachem Head Capital Management LP ("Sachem Head"), Uncas GP LLC ("SH Management"), and Sachem Head GP LLC ("Sachem Head GP," and together with Mr. Ferguson, Sachem Head and SH Management, the "Reporting Persons"), each of whom has the same business address as Sachem Head and may be deemed to have a pecuniary interest in securities beneficially owned by it. ( 2 )Includes securities directly owned by Sachem Head LP ("SH"), Sachem Head Master LP ("SHM"), SH Sagamore Master VIII Ltd. ("Sagamore Master VIII") and SH Stony Creek Master Ltd. ("Stony Creek Master" and, together with SH, SHM and Sagamore Master VIII, the "Sachem Head Funds"). The principal business of Sachem Head is to serve as investment advisor to certain affiliated funds, including the Sachem Head Funds. The principal business of SH Management is to serve as the sole general partner of Sachem Head. The principal business of Sachem Head GP is to serve as the general partner of certain affiliated funds, including SH and SHM. The principal occupation of Scott D. Ferguson is to serve as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP. ( 3 )Each of Sachem Head, as the investment adviser to the Sachem Head Funds, SH Management, as the sole general partner of Sachem Head, and Scott Ferguson, as the managing partner of Sachem Head, may be deemed to beneficially own the securities directly owned by the Sachem Head Funds. As the general partner of SH and SHM, Sachem Head GP may be deemed to beneficially own the securities directly owned by SH and SHM. Each of Sachem Head, SH Management, Sachem Head GP and Scott Ferguson disclaims beneficial ownership of the securities reported hereon for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except to the extent of its or his pecuniary interest therein, if any. ( 4 )Pursuant to an arrangement between Mr. Ferguson and Sachem Head, the restricted stock units are held by Mr. Ferguson for the benefit of Sachem Head. Such units are included as directly beneficially owned by Mr. Ferguson, but may also be deemed to be beneficially owned by Sachem Head and SH Management, Sachem Head's General Partner, as a result of such arrangements. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. ( 5 )The Call Options were acquired on May 18, 2021 and were exercisable on the date of acquisition. ( 6 )The Call Options were acquired on May 17, 2021 and were exercisable on the date of acquisition.

Remarks: Mr. Ferguson is the managing partner of Sachem Head and the managing member of each of SH Management and Sachem Head GP LLC and also serves on the board of directors of the Issuer. As a result, the Reporting Persons other than Mr. Ferguson may be deemed directors of the Issuer by deputization.

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).

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