0000921895-22-001742.txt : 20220519
0000921895-22-001742.hdr.sgml : 20220519
20220519181010
ACCESSION NUMBER: 0000921895-22-001742
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220518
FILED AS OF DATE: 20220519
DATE AS OF CHANGE: 20220519
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sachem Head Capital Management LP
CENTRAL INDEX KEY: 0001582090
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37786
FILM NUMBER: 22944660
BUSINESS ADDRESS:
STREET 1: 250 WEST 55TH STREET
STREET 2: 34TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-714-3300
MAIL ADDRESS:
STREET 1: 250 WEST 55TH STREET
STREET 2: 34TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Uncas GP LLC
CENTRAL INDEX KEY: 0001658906
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37786
FILM NUMBER: 22944659
BUSINESS ADDRESS:
STREET 1: 250 WEST 55TH STREET, 34TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-714-3300
MAIL ADDRESS:
STREET 1: 250 WEST 55TH STREET, 34TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sachem Head GP LLC
CENTRAL INDEX KEY: 0001658917
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37786
FILM NUMBER: 22944658
BUSINESS ADDRESS:
STREET 1: 250 WEST 55TH STREET, 34TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-714-3300
MAIL ADDRESS:
STREET 1: 250 WEST 55TH STREET, 34TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ferguson Scott D.
CENTRAL INDEX KEY: 0001658919
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37786
FILM NUMBER: 22944661
MAIL ADDRESS:
STREET 1: 250 WEST 55TH STREET, 34TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: US Foods Holding Corp.
CENTRAL INDEX KEY: 0001665918
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140]
IRS NUMBER: 260347906
STATE OF INCORPORATION: IL
FISCAL YEAR END: 0101
BUSINESS ADDRESS:
STREET 1: 9399 W. HIGGINS RD.
STREET 2: SUITE 100
CITY: ROSEMONT
STATE: IL
ZIP: 60018
BUSINESS PHONE: 8477208000
MAIL ADDRESS:
STREET 1: 9399 W. HIGGINS RD.
STREET 2: SUITE 100
CITY: ROSEMONT
STATE: IL
ZIP: 60018
3
1
form310692012_05192022.xml
OWNERSHIP DOCUMENT
X0206
3
2022-05-18
0
0001665918
US Foods Holding Corp.
USFD
0001658919
Ferguson Scott D.
250 WEST 55TH STREET, 34TH FLOOR
NEW YORK
NY
10019
1
0
0
0
0001582090
Sachem Head Capital Management LP
250 WEST 55TH STREET
34TH FLOOR
NEW YORK
NY
10019
0
0
0
1
See Remarks
0001658906
Uncas GP LLC
250 WEST 55TH STREET, 34TH FLOOR
NEW YORK
NY
10019
0
0
0
1
See Remarks
0001658917
Sachem Head GP LLC
250 WEST 55TH STREET, 34TH FLOOR
NEW YORK
NY
10019
0
0
0
1
See Remarks
Common Stock, par value $0.01 ("Shares")
18932877
I
Please see footnotes
Call Option
50.00
2023-12-15
Common Stock
200000
I
Please see footnotes
Call Option
40.00
2023-12-15
Common Stock
50000
I
Please see footnotes
In addition to Scott D. Ferguson, this Form 3 is being filed jointly by Sachem Head Capital Management LP ("Sachem Head"), Uncas GP LLC ("SH Management"), and Sachem Head GP LLC ("Sachem Head GP," and together with Mr. Ferguson, Sachem Head and SH Management, the "Reporting Persons"), each of whom has the same business address as Sachem Head and may be deemed to have a pecuniary interest in securities beneficially owned by it.
Includes securities directly owned by Sachem Head LP ("SH"), Sachem Head Master LP ("SHM"), SH Sagamore Master VIII Ltd. ("Sagamore Master VIII") and SH Stony Creek Master Ltd. ("Stony Creek Master" and, together with SH, SHM and Sagamore Master VIII, the "Sachem Head Funds"). The principal business of Sachem Head is to serve as investment advisor to certain affiliated funds, including the Sachem Head Funds. The principal business of SH Management is to serve as the sole general partner of Sachem Head. The principal business of Sachem Head GP is to serve as the general partner of certain affiliated funds, including SH and SHM. The principal occupation of Scott D. Ferguson is to serve as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP.
Each of Sachem Head, as the investment adviser to the Sachem Head Funds, SH Management, as the sole general partner of Sachem Head, and Scott Ferguson, as the managing partner of Sachem Head, may be deemed to beneficially own securities directly owned by the Sachem Head Funds. As the general partner of SH and SHM, Sachem Head GP may be deemed to beneficially own the securities directly owned by SH and SHM. Each of Sachem Head, SH Management, Sachem Head GP and Scott Ferguson disclaims beneficial ownership of the securities reported hereon for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except to the extent of its or his pecuniary interest therein, if any.
Represents American-style call options exercisable within the next sixty days.
Mr. Ferguson is the managing partner of Sachem Head and the managing member of each of SH Management and Sachem Head GP and also serves on the board of directors of the Issuer. As a result, the Reporting Persons other than Mr. Ferguson may be deemed directors of the Issuer by deputization.
/s/ Michael D. Adamski, as Attorney-in-Fact
2022-05-19
/s/ Michael D. Adamski, as General Counsel
2022-05-19
/s/ Michael D. Adamski, as General Counsel
2022-05-19
/s/ Michael D. Adamski, as General Counsel
2022-05-19