US Foods Holding Corp. — Director's Dealing 2021

Mar 30, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US Foods Holding Corp. (USFD)
CIK: 0001665918
Period of Report: 2021-03-26

Reporting Person: Works James David Jr (EVP, CHRO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-26	Common Stock	M	4215	—	Acquired	57291	Direct
2021-03-26	Common Stock	F	1878	$37.14	Disposed	55413	Direct
2021-03-29	Common Stock	A	11503	—	Acquired	66916	Direct
2021-03-29	Common Stock	A	5819	—	Acquired	72735	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-26	Restricted Stock Units	$	M	2484	Disposed		Common Stock (2484.0)	Direct
2021-03-26	Restricted Stock Units	$	M	1731	Disposed		Common Stock (1731.0)	Direct
2021-03-29	Employee Stock Option (right to buy)	$36.95	A	22801	Acquired	2031-03-29	Common Stock (22801.0)	Direct
2021-03-29	Restricted Stock Units	$	A	21567	Acquired		Common Stock (21567.0)	Direct

Footnotes

F1: The restricted stock units were granted on March 29, 2021 and vest in three equal annual installments beginning on March 29, 2022. Each restricted stock unit represents a right to receive one share of the Issuer's common stock.

F2: The restricted stock units were granted on March 29, 2021 and vest on the one-year anniversary of the grant date. Each restricted stock unit represents a right to receive one share of the Issuer's common stock.

F3: Each restricted stock unit represents a right to receive one share of the Issuer's common stock or, in the Compensation Committee's discretion, cash equal to the fair market value of one share of the Issuer's common stock on the vesting date.

F4: The restricted stock units were granted on March 26, 2018 and vested annually in three equal installments beginning on March 26, 2019.

F5: The restricted stock units were granted on April 10, 2018 and vested annually in three equal installments beginning on March 26, 2019.

F6: The stock option was granted on March 29, 2021 and vests and becomes exercisable in three equal annual installments beginning on March 29, 2022.

F7: Each performance-based restricted stock unit represents a contingent right to receive one share of the Company's common stock on the vesting date.

F8: The performance-based restricted stock units will vest based on the Company's achievement of certain total shareholder return goals during the relevant performance period.