Sec Form 4 Filing - Locascio Dirk J. @ US Foods Holding Corp. - 2023-04-10

Insider filing report for Changes in Beneficial Ownership
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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)
EVP, Chief Financial Officer
(Last) (First) (Middle)
9399 WEST HIGGINS ROAD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
04/10/2023
(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 04/10/2023 G 15,216 ( 1 ) D $ 0 112,527 ( 2 ) D
Common Stock 04/10/2023 J 10,000 ( 3 ) A $ 0 20,000 ( 4 ) I Trust DL ( 5 )
Common Stock 04/10/2023 J 5,216 ( 6 ) A $ 0 69,285 ( 7 ) I Trust DJL ( 8 )
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
(Ins tr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Locascio Dirk J.
9399 WEST HIGGINS ROAD
SUITE 100
ROSEMONT, IL60018
EVP, Chief Financial Officer
Signatures
/s/ Stephanie D. Miller, Attorney In Fact 04/12/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares transferred from Mr. Locascio's individual account to two family trusts. Mr. Locascio is a trustee on both trusts and is a beneficiary of both trusts along with members of his immediate family.
( 2 )Reflects shares held directly by Mr. Locascio as of the date of this report.
( 3 )Represents shares transferred into and held by The Debra Locascio 2022 Living Trust, all of which are deemed to be beneficially owned by Mr. Locascio.
( 4 )Includes prior unreported transfers of 10,000 shares from Mr. Locascio's individual account into The Debra Locascio 2022 Living Trust.
( 5 )Represents shares held by The Debra Locascio 2022 Living Trust, all of which are deemed beneficially owned by Mr. Locascio.
( 6 )Represents shares transferred into and held by The Dirk J Locascio 2022 Living Trust, all of are deemed to be beneficially owned by Mr. Locascio.
( 7 )Includes prior unreported transfers of 64,069 shares from Mr. Locascio's individual account into The Dirk J Locascio 2022 Living Trust.
( 8 )Represents shares held by The Dirk J Locascio 2022 Living Trust, all of which are deemed beneficially owned by Mr. Locascio.

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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