Sec Form 4 Filing - Kvasnicka Jay @ US Foods Holding Corp. - 2018-03-09

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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The following is an SEC EDGAR document rendered as filed.
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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 *
Kvasnicka Jay
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)
See Remarks
(Last)
(First)
(Middle)
9399 W. HIGGINS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/09/2018
(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 03/09/2018 M 15,640 A $ 12.56 18,862 D
Common Stock 03/09/2018 M 24,280 A $ 14.58 43,142 D
Common Stock 03/09/2018 M 5,072 A $ 23.5 48,214 D
Common Stock 03/09/2018 M 14,313 A $ 23.18 62,527 D
Common Stock 03/09/2018 S 59,305 D $ 34.516 ( 1 ) 3,222 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
Employee Stock Option (right to buy) $ 12.56 03/09/2018 M 15,640 ( 2 ) 06/03/2023 Common Stock 15,640 $ 12.56 0 D
Employee Stock Option (right to buy) $ 14.58 03/09/2018 M 12,140 ( 3 ) 11/16/2025 Common Stock 12,140 $ 14.58 0 D
Employee Stock Option (right to buy) $ 14.58 03/09/2018 M 12,140 ( 4 ) 11/16/2025 Common Stock 12,140 $ 14.58 12,141 D
Employee Stock Option (right to buy) $ 23.5 03/09/2018 M 2,536 ( 5 ) 11/11/2026 Common Stock 2,536 $ 23.5 0 D
Employee Stock Option (right to buy) $ 23.5 03/09/2018 M 2,536 ( 6 ) 11/11/2026 Common Stock 2,536 $ 23.5 7,611 D
Employee Stock Option (right to buy) $ 23.18 03/09/2018 M 7,157 ( 5 ) 06/23/2026 Common Stock 7,157 $ 23.18 0 D
Employee Stock Option (right to buy) $ 23.18 03/09/2018 M 7,156 ( 6 ) 06/23/2026 Common Stock 7,156 $ 23.18 21,470 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kvasnicka Jay
9399 W. HIGGINS ROAD
ROSEMONT, IL60018
See Remarks
Signatures
/s/ Candace R. Jackson, Attorney-in-Fact 03/13/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.44 to $34.58, 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 )Half of the stock options vested and became exercisable in four equal annual installments beginning on June 3, 2014. The remaining stock options vested and became exercisable on each June 3, 2014, 2015, 2016 and 2017 based on satisfaction of certain performance-based criteria for each of the 2014, 2015, 2016 and 2017 fiscal years.
( 3 )The stock options vest and become exercisable on each June 3, 2016, 2017, 2018 and 2019 based on satisfaction of certain performance-based criteria for each of the 2015, 2016, 2017 and 2018 fiscal years.
( 4 )The stock options vest and become exercisable in four equal annual installments beginning on June 3, 2016.
( 5 )The stock options vest and become exercisable on each June 3, 2017, 2018, 2019 and 2020 based on satisfaction of certain performance-based criteria for each of the 2016, 2017, 2018 and 2019 fiscal years.
( 6 )The stock options vest and become exercisable in four equal annual installments beginning on June 3, 2017.

Remarks:
Executive Vice President, Locally-Managed Sales and Field Operations

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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