SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SLEDD ROBERT C

(Last)

(First)

(Middle)

12500 WEST CREEK PARKWAY

(Street)

RICHMOND

23238

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PERFORMANCE FOOD GROUP CO [ PFGC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/23/2008		D		267,722.861	D	$34.5⁽¹⁾	56,500	D
Common Stock	05/23/2008		D		2,500	D	$34.5⁽¹⁾	54,000	I	By Spouse
Common Stock	05/23/2008		D		54,000	D	$34.5⁽¹⁾	0	I	By Children

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$28.48	05/23/2008		D			36,400	⁽²⁾	05/02/2011	Common Stock	36,400	⁽⁵⁾	338,758	D
Stock Option (right to buy)	$36.45	05/23/2008		D			20,000	⁽²⁾	02/05/2012	Common Stock	20,000	⁽⁶⁾	318,758	D
Stock Option (right to buy)	$12.88	05/23/2008		D			27,834	⁽²⁾	04/01/2009	Common Stock	27,834	⁽⁵⁾	290,924	D
Stock Option (right to buy)	$12.97	05/23/2008		D			4,400	⁽²⁾	05/05/2009	Common Stock	4,400	⁽⁵⁾	286,524	D
Stock Option (right to buy)	$9.78	05/23/2008		D			69,800	⁽²⁾	03/14/2010	Common Stock	69,800	⁽⁵⁾	216,724	D
Stock Option (right to buy)	$14.72	05/23/2008		D			72,000	⁽²⁾	05/15/2010	Common Stock	72,000	⁽⁵⁾	144,724	D
Stock Option (right to buy)	$31.62	05/23/2008		D			22,500	⁽²⁾	02/26/2013	Common Stock	22,500	⁽⁵⁾	122,224	D
Stock Option (right to buy)	$34.18	05/23/2008		D			45,000	⁽²⁾	03/30/2014	Common Stock	45,000	⁽⁵⁾	77,224	D
Stock Option (right to buy)	$28.02	05/23/2008		D			38,600	⁽³⁾	04/21/2015	Common Stock	38,600	⁽⁵⁾	38,624	D
Stock Option (right to buy)	$31.25	05/23/2008		D			38,624	⁽⁴⁾	04/10/2016	Common Stock	38,624	⁽⁵⁾	0	D

Explanation of Responses:

1. Cancelled pursuant to the Agreement and Plan of Merger, dated as of January 18, 2008 (the "Merger Agreement"), by and among Performance Food Group Company (the "Company"), Vistar Corporation and Panda Acquisition, Inc. and converted into the right to receive $34.50 per share.

2. Each of these stock options were fully vested as of May 23, 2008.

3. This stock option provided for vesting on April 21, 2009.

4. This stock option provided for vesting on April 10, 2010.

5. Cancelled in connection with the merger of Panda Acquisition, Inc. with and into the Company and converted into the right to receive a cash payment equal to the product of (i) the difference between $34.50 and the exercise price of the option and (ii) the aggregate number of shares issuable upon exercise of such option.

6. Cancelled in connection with the merger of Panda Acquisition, Inc. with and into the Company for no consideration.

	Jeffery W. Fender, by power of attorney	05/28/2008
	** Signature of Reporting Person	Date
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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