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Performance Food Group Co Director's Dealing 2015

Oct 9, 2015

30375_dirs_2015-10-08_37d17cd6-d55c-421d-b25f-47e78e27aa40.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Performance Food Group Co (PFGC)
CIK: 0001618673
Period of Report: 2015-10-06

Reporting Person: Blackstone Holdings II L.P. (10% Owner)
Reporting Person: Blackstone Holdings I/II GP Inc (10% Owner)
Reporting Person: Blackstone Holdings III L.P. (10% Owner)
Reporting Person: Blackstone Holdings III GP L.P. (10% Owner)
Reporting Person: Blackstone Holdings III GP Management L.L.C. (10% Owner)
Reporting Person: Blackstone Group L.P. (10% Owner)
Reporting Person: Blackstone Group Management L.L.C. (10% Owner)
Reporting Person: SCHWARZMAN STEPHEN A (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-10-06 Common Stock S 1376220 $17.955 Disposed 50409332 Indirect
2015-10-06 Common Stock S 220454 $17.955 Disposed 8074985 Indirect
2015-10-06 Common Stock S 17472 $17.955 Disposed 639995 Indirect
2015-10-06 Common Stock S 3517 $17.955 Disposed 128829 Indirect
2015-10-06 Common Stock S 21511 $17.955 Disposed 787909 Indirect
2015-10-06 Common Stock S 646997 $17.955 Disposed 0 Indirect
2015-10-06 Common Stock S 15570 $17.955 Disposed 0 Indirect

Footnotes

F1: This amount represents the $19.00 initial public offering price per share of Common Stock, par value $0.01 per share ("Common Stock"), of Performance Food Group Company (the "Issuer"), less the underwriting discount of $1.045 per share of Common Stock.

F2: Reflects securities of the Issuer held directly by Blackstone Capital Partners V L.P.

F3: Reflects securities of the Issuer held directly by Blackstone Capital Partners V - AC L.P.

F4: Reflects securities of the Issuer held directly by Blackstone Family Investment Partnership V L.P.

F5: Reflects securities of the Issuer held directly by Blackstone Participation Partnership V L.P.

F6: Reflects securities of the Issuer held directly by Blackstone Family Investment Partnership V-SMD L.P.

F7: Reflects securities of the Issuer held directly by Blackstone Mezzanine Partners II L.P.

F8: Reflects securities of the Issuer held directly by Blackstone Mezzanine Holdings II L.P. (collectively, together with the entities listed in footnotes 1 through 6, the "Blackstone Funds").

F9: The general partner of Blackstone Capital Partners V L.P. and Blackstone Capital Partners V-AC L.P. is Blackstone Management Associates V L.L.C. BMA V L.L.C. is the sole member of Blackstone Management Associates V L.L.C. BCP V Side-by-Side GP L.L.C. is the general partner of each of Blackstone Family Investment Partnership V L.P. and Blackstone Participation Partnership V L.P. Blackstone Holdings III L.P. is the managing member and majority-in-interest owner of BMA V L.L.C. and the sole member of BCP V Side-by-Side GP L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C.

F10: Blackstone Mezzanine Associates II L.P. is the general partner of Blackstone Mezzanine Partners II L.P. Blackstone Mezzanine Management Associates II L.L.C. is the general partner of Blackstone Mezzanine Associates II L.P. BMP Side-by-Side GP II L.L.C. is the general partner of Blackstone Mezzanine Holdings II L.P. Blackstone Holdings II L.P. is the managing member of Blackstone Mezzanine Management Associates II L.L.C. and the sole member of BMP Side-by-Side GP II L.L.C. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings II L.P.

F11: The sole member of Blackstone Holdings III GP Management L.L.C. and the sole shareholder of Blackstone Holdings I/II GP Inc. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. The general partner of Blackstone Family Investment Partnership V-SMD L.P. is Blackstone Family GP L.L.C., which is controlled by its founder, Mr. Schwarzman.

F12: Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.

F13: Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

F14: Each of the Reporting Persons (other than each of the Blackstone Funds to the extent they directly hold securities reported herein), disclaims beneficial ownership of the securities held by the Blackstone Funds, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the Blackstone Funds to the extent they directly hold securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.