Sec Form 4 Filing - Locascio Dirk J. @ US Foods Holding Corp. - 2017-06-03

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
Locascio Dirk J.
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 Financial Officer
(Last)
(First)
(Middle)
9399 W. HIGGINS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
06/03/2017
(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 06/03/2017 M 2,722 A 23,916 D
Common Stock 06/03/2017 F 847 D $ 30.39 23,069 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 ( 1 ) 06/03/2017 M 542 ( 2 ) ( 2 ) Common Stock 542 $ 0 0 D
Restricted Stock Units ( 1 ) 06/03/2017 M 543 ( 3 ) ( 3 ) Common Stock 543 $ 0 0 D
Restricted Stock Units ( 1 ) 06/03/2017 M 481 ( 4 ) ( 4 ) Common Stock 481 $ 0 0 D
Restricted Stock Units ( 1 ) 06/03/2017 M 482 ( 5 ) ( 5 ) Common Stock 482 $ 0 965 D
Restricted Stock Units ( 1 ) 06/03/2017 M 337 ( 6 ) ( 6 ) Common Stock 337 $ 0 0 D
Restricted Stock Units ( 1 ) 06/03/2017 M 337 ( 7 ) ( 7 ) Common Stock 337 $ 0 1,012 D
Restricted Stock Units ( 1 ) 06/03/2017 A 8,227 ( 8 ) ( 8 ) Common Stock 8,227 $ 0 8,227 D
Employee Stock Option (Right to Buy) $ 30.39 06/03/2017 A 25,101 ( 9 ) 06/03/2027 Common Stock 25,101 $ 0 25,101 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Locascio Dirk J.
9399 W. HIGGINS ROAD
ROSEMONT, IL60018
Chief Financial Officer
Signatures
/s/ Candace Jackson, Attorney-in-Fact 06/06/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
( 2 )Performance-based restricted stock units awarded on 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 2016 were met, and 542 performance-based restricted stock units have been earned and vested on June 3, 2017.
( 3 )Time-based restricted stock units granted on June 3, 2013.
( 4 )Performance-based restricted stock units awarded on 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 2016 were met, and 481 performance-based restricted stock units have been earned and vested on June 3, 2017. The remaining 50% of performance-based restricted stock units can be earned in the remaining performance periods and are not reported in this table.
( 5 )Time-based restricted stock units granted on November 16, 2015. The remaining time-based restricted stock units vest in equal installments on each June 3, 2018 and 2019, contingent on the reporting person's continued service with the Issuer.
( 6 )Performance-based restricted stock units awarded on June 23, 2016. 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 2016, 2017, 2018 and 2019. The performance criteria for 2016 were met, and 337 performance-based restricted stock units have been earned and vested on June 3, 2017. The remaining 75% of performance-based restricted stock units can be earned in the remaining performance periods and are not reported in this table.
( 7 )Time-based restricted stock units granted on June 23, 2016. The remaining time-based restricted stock units vest in equal installments on each June 3, 2018, 2019 and 2020, contingent on the reporting person's continued service with the Issuer.
( 8 )Time-based restricted stock units granted on June 3, 2017. The time-based restricted stock units vest in three equal installments on each June 3, 2018, 2019 and 2020, contingent on the reporting person's continued service with the Issuer.
( 9 )Time-based stock options granted on June 3, 2017. The time-based stock options will vest and become exercisable in equal installments on each June 3, 2018, 2019 and 2020, contingent on the reporting person's continued service with the Issuer.

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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