KKR & Co. Inc. — Director's Dealing 2016

Dec 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US Foods Holding Corp. (USFD)
CIK: 0001665918
Period of Report: 2016-12-16

Reporting Person: KKR Fund Holdings L.P. (10% Owner)
Reporting Person: KKR Fund Holdings GP Ltd (10% Owner)
Reporting Person: KKR Group Holdings L.P. (10% Owner)
Reporting Person: KKR Group Ltd (10% Owner)
Reporting Person: KKR & Co. L.P. (10% Owner)
Reporting Person: KKR Management LLC (10% Owner)
Reporting Person: KRAVIS HENRY R (10% Owner)
Reporting Person: ROBERTS GEORGE R (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-16	Common Stock, par value $0.01 per share	J	0	—	Disposed	5925925	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	73900000	Indirect
Common Stock, par value $0.01 per share	1481481	Indirect
Common Stock, par value $0.01 per share	1359259	Indirect
Common Stock, par value $0.01 per share	666666	Indirect

Footnotes

F1: On December 16, 2016, certain limited partnership units of KKR PEI Food Investments L.P., which holds shares of common stock of US Foods Holding Corp. ("Common Stock"), were transferred by KKR Fund Holdings L.P., along with a portfolio of other assets, to a new KKR sponsored investment vehicle with third party investors. The portion of shares of Common Stock held by KKR PEI Food Investments L.P. that corresponds to the limited partner interests in KKR PEI Food Investments L.P. which were, in part, the subject of the transfer was 618,806 shares. There was no change in the number of shares of Common Stock held by KKR PEI Food Investments L.P., but KKR Fund Holdings L.P. and certain other affiliated reporting persons may be deemed to have disposed of a portion of their pecuniary interest in such shares as a result of such transfer. On December 16, 2016, the closing price of shares of Common Stock was $26.90 per share.

F2: Shares of Common Stock are held by KKR PEI Food Investments L.P. The general partner of KKR PEI Food Investments L.P. is KKR PEI Food Investments GP LLC, and the sole member of KKR PEI Food Investments GP LLC is KKR PEI Investments, L.P. The general partner of KKR PEI Investments, L.P. is KKR PEI Associates, L.P., and the general partner of KKR PEI Associates, L.P. is KKR PEI GP Limited. The sole shareholder of KKR PEI GP Limited is KKR Fund Holdings L.P.

F3: Shares of Common Stock are held by KKR 2006 Fund L.P. The general partner of KKR 2006 Fund L.P. is KKR Associates 2006 L.P., and the general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P., which has also designated Messrs. Henry R. Kravis and George R. Roberts as managers of KKR 2006 GP LLC.

F4: Shares of Common Stock are held by ASF Walter Co-Invest L.P. The general partner of ASF Walter Co-Invest L.P. is ASF Walter Co-Invest GP Limited. The sole shareholder of ASF Walter Co-Invest GP Limited is KKR Fund Holdings L.P.

F5: Shares of Common Stock are held by KKR Partners III, L.P. The general partner of KKR Partners III, L.P. is KKR III GP LLC. The managers of KKR III GP LLC are Messrs. Henry R. Kravis and George R. Roberts.

F6: Shares of Common Stock are held by OPERF Co-Investment LLC. The manager of OPERF Co-Investment LLC is KKR Associates 2006 L.P., and the general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P., which has also designated Messrs. Henry R. Kravis and George R. Roberts as managers of KKR 2006 GP LLC.

F7: The general partners of KKR Fund Holdings L.P. are KKR Fund Holdings GP Limited and KKR Group Holdings L.P. The sole shareholder of KKR Fund Holdings GP Limited is KKR Group Holdings L.P. The general partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The general partner of KKR & Co. L.P. is KKR Management LLC. The designated members of KKR Management LLC are Messrs. Henry R. Kravis and George R. Roberts.

F8: Each of the Reporting Persons may be deemed to be the beneficial owner of a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons engaged in any transactions subject to Section 16 of the Securities Exchange Act of 1934 or are the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.