Scott D. Ferguson - May 18, 2022 Form 4 Insider Report for US Foods Holding Corp. (USFD)

Role: Director
Signature: /s/ Michael D. Adamski, as Attorney-in-Fact
Stock symbol: USFD
Transactions as of: May 18, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/20/2022, 04:41 PM
Previous filing: May 3, 2022
Next filing: May 24, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	USFD	Common Stock, par value $0.01 ("Shares")	Award		+4.91K			4.91K	May 18, 2022	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The restricted stock units were granted on May 18, 2022 and vest on the one-year anniversary of the grant date (subject to earlier vesting in the event the 2023 annual meeting falls prior to the one-year anniversary date). Each restricted stock unit represents a right to receive one Share.
F2	Pursuant to an arrangement between Mr. Ferguson and Sachem Head Capital Management LP ("Sachem Head"), the restricted stock units are held by Mr. Ferguson for the benefit of Sachem Head. Such units are included as directly beneficially owned by Mr. Ferguson, but may also be deemed to be beneficially owned by Sachem Head and Uncas GP LLC, Sachem Head's General Partner, as a result of such arrangements. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

Content

The restricted stock units were granted on May 18, 2022 and vest on the one-year anniversary of the grant date (subject to earlier vesting in the event the 2023 annual meeting falls prior to the one-year anniversary date). Each restricted stock unit represents a right to receive one Share.

Pursuant to an arrangement between Mr. Ferguson and Sachem Head Capital Management LP ("Sachem Head"), the restricted stock units are held by Mr. Ferguson for the benefit of Sachem Head. Such units are included as directly beneficially owned by Mr. Ferguson, but may also be deemed to be beneficially owned by Sachem Head and Uncas GP LLC, Sachem Head's General Partner, as a result of such arrangements. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.