Sec Form 4 Filing - Works James David Jr @ US Foods Holding Corp. - 2021-03-26

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Works James David Jr 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) EVP, CHRO (Last) (First) (Middle) 9399 WEST HIGGINS ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 03/26/2021 (Street) ROSEMONT, IL60018 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 03/26/2021 M 4,215 A $ 0 57,291 D Common Stock 03/26/2021 F 1,878 D $ 37.14 55,413 D Common Stock 03/29/2021 A 11,503 A $ 0 ( 1 ) 66,916 D Common Stock 03/29/2021 A 5,819 A $ 0 ( 2 ) 72,735 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 (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 Restricted Stock Units ( 3 ) 03/26/2021 M 2,484 ( 4 ) ( 4 ) Common Stock 2,484 $ 0 0 D Restricted Stock Units ( 3 ) 03/26/2021 M 1,731 ( 5 ) ( 5 ) Common Stock 1,731 $ 0 0 D Employee Stock Option (right to buy) $ 36.95 03/29/2021 A 22,801 ( 6 ) 03/29/2031 Common Stock 22,801 $ 0 22,801 D Restricted Stock Units ( 7 ) 03/29/2021 A 21,567 ( 8 ) ( 8 ) Common Stock 21,567 $ 0 21,567 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Works James David Jr 9399 WEST HIGGINS ROAD SUITE 100 ROSEMONT, IL60018 EVP, CHRO Signatures /s/ Kathryn J. Holahan, Attorney-In-Fact 03/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The restricted stock units were granted on March 29, 2021 and vest in three equal annual installments beginning on March 29, 2022. Each restricted stock unit represents a right to receive one share of the Issuer's common stock. ( 2 )The restricted stock units were granted on March 29, 2021 and vest on the one-year anniversary of the grant date. Each restricted stock unit represents a right to receive one share of the Issuer's common stock. ( 3 )Each restricted stock unit represents a right to receive one share of the Issuer's common stock or, in the Compensation Committee's discretion, cash equal to the fair market value of one share of the Issuer's common stock on the vesting date. ( 4 )The restricted stock units were granted on March 26, 2018 and vested annually in three equal installments beginning on March 26, 2019. ( 5 )The restricted stock units were granted on April 10, 2018 and vested annually in three equal installments beginning on March 26, 2019. ( 6 )The stock option was granted on March 29, 2021 and vests and becomes exercisable in three equal annual installments beginning on March 29, 2022. ( 7 )Each performance-based restricted stock unit represents a contingent right to receive one share of the Company's common stock on the vesting date. ( 8 )The performance-based restricted stock units will vest based on the Company's achievement of certain total shareholder return goals during the relevant performance period.

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.