Sec Form 4 Filing - CARRUTHERS COURT D @ US Foods Holding Corp. - 2017-02-15

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 CARRUTHERS COURT 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) 9399 W. HIGGINS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2017 (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 266 A 266 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 Stock Option (right to buy) $ 23.5 02/15/2017 A 406 ( 1 ) 11/11/2026 Common Stock 406 $ 0 406 D Restricted Stock Units ( 2 ) 02/15/2017 M 133 ( 3 ) ( 3 ) Common Stock 133 $ 0 133 D Restricted Stock Units ( 2 ) 06/03/2017 M 3,291 ( 4 ) ( 4 ) Common Stock 3,291 $ 0 3,291 D Restricted Stock Units ( 2 ) 06/03/2017 M 133 ( 3 ) ( 3 ) Common Stock 133 $ 0 0 D Restricted Stock Units ( 2 ) 06/03/2017 M 133 ( 5 ) ( 5 ) Common Stock 133 $ 0 399 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CARRUTHERS COURT D 9399 W. HIGGINS ROAD ROSEMONT, IL60018 X Signatures /s/ Candace Jackson, Attorney-in-Fact 06/06/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Performance-based stock options awarded November 11, 2016. The performance-based stock options can be earned and may vest and become exercisable 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. As of February 15, 2017, the performance criteria for 2016 were met, and 406 performance-based options were earned and vested and become exercisable on June 3, 2017. The remaining 75% of performance-based stock options can be earned in the remaining performance periods and are not reported in this table. ( 2 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. ( 3 )Performance-based restricted stock units awarded on November 11, 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. As of February 15, 2017, the performance criteria for 2016 were met, and 133 performance-based restricted stock units were 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. ( 4 )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. ( 5 )Time-based restricted stock units granted on November 11, 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.

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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