0000899243-16-020943.txt : 20160525 0000899243-16-020943.hdr.sgml : 20160525 20160525192749 ACCESSION NUMBER: 0000899243-16-020943 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160525 FILED AS OF DATE: 20160525 DATE AS OF CHANGE: 20160525 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: DE FISCAL YEAR END: 0102 BUSINESS ADDRESS: STREET 1: 9399 W. HIGGINS RD. STREET 2: SUITE 500 CITY: ROSEMONT STATE: IL ZIP: 60018 BUSINESS PHONE: 8477208000 MAIL ADDRESS: STREET 1: 9399 W. HIGGINS RD. STREET 2: SUITE 500 CITY: ROSEMONT STATE: IL ZIP: 60018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Satriano Pietro CENTRAL INDEX KEY: 0001675303 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37786 FILM NUMBER: 161675928 MAIL ADDRESS: STREET 1: C/O US FOODS HOLDING CORP. STREET 2: 9399 W. HIGGINS RD. CITY: ROSEMONT STATE: IL ZIP: 60018 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-05-25 0 0001665918 US Foods Holding Corp. USFD 0001675303 Satriano Pietro 9399 W. HIGGINS ROAD ROSEMONT IL 60018 1 1 0 0 See Remarks Common Stock 154438 D Employee Stock Option (right to buy) 9.86 2021-04-01 Common Stock 251850 D Employee Stock Option (right to buy) 12.56 2023-06-03 Common Stock 35190 D Employee Stock Option (right to buy) 12.56 2023-06-03 Common Stock 46922 D Employee Stock Option (right to buy) 12.56 2025-08-21 Common Stock 13888 D Employee Stock Option (right to buy) 12.56 2025-08-21 Common Stock 55554 D Employee Stock Option (right to buy) 14.58 2025-11-16 Common Stock 36421 D Employee Stock Option (right to buy) 14.58 2025-11-16 Common Stock 145687 D Restricted Stock Units Common Stock 3616 D Restricted Stock Units Common Stock 3617 D Restricted Stock Units Common Stock 6430 D Restricted Stock Units Common Stock 25720 D All options in this tranche are exercisable. Performance-based stock options awarded on June 3, 2013. The performance-based stock options can be earned and may vest in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2013, 2014, 2015 and 2016. The performance criteria for 2014 were met and 11,730 performance-based options have been earned and have vested. The performance criteria for 2015 and for the cumulative 2013-2015 performance period were met, and 23,460 performance-based options have been earned and will vest on June 3, 2016. The remaining 25% of performance-based stock options can be earned in the remaining performance period and are not reported in this table. Time-based stock options granted on June 3, 2013. Half of the time-based stock options have vested and are currently exercisable. The remaining time-based stock options will vest in equal annual installments on each June 3, 2016 and 2017, contingent on the reporting person's continued service with the Issuer. Performance-based stock options awarded on August 21, 2015. The performance-based stock options can be earned and may vest in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2015, 2016, 2017 and 2018. The performance criteria for 2015 were met, and 13,888 performance-based options have been earned and vested on December 31, 2015. The remaining 75% of performance-based stock options can be earned in the remaining performance periods and are not reported in this table. Time-based stock options granted on August 21, 2015. One-fourth of the time-based stock options have vested and are currently exercisable. The remaining time-based stock options will vest and become exercisable in equal annual installments on each December 31, 2016, 2017, and 2018, contingent on the reporting person's continued service with the Issuer. Performance-based stock options awarded on November 16, 2015. The performance-based stock options can be earned and may vest in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2015, 2016, 2017 and 2018. The performance criteria for 2015 were met, and 36,421 performance-based options have been earned and will vest on June 3, 2016. The remaining 75% of performance-based stock options can be earned in the remaining performance periods and are not reported in this table. Time-based stock options granted on November 16, 2015. The time-based stock options will vest and become exercisable in four equal annual installments on each June 3, 2016, 2017, 2018, and 2019, contingent on the reporting person's continued service with the Issuer. Performance-based restricted stock units awarded on June 3, 2013. The performance-based restricted stock units can be earned and may vest in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2013, 2014, 2015 and 2016. The performance criteria for 2014 were met and 25% of the performance-based restricted stock units have been earned and have vested. The performance criteria for 2015 and for the cumulative 2013-2015 performance period were met, and 3,616 performance-based restricted stock units have been earned and will vest on June 3, 2016. The remaining 25% of performance-based restricted stock units can be earned in the remaining performance period and are not reported in this table. Time-based restricted stock units granted on June 3, 2013. The time-based restricted stock units vest in equal installments on each June 3, 2016 and 2017, contingent on the reporting person's continued service with the Issuer. Performance-based restricted stock units awarded on November 16, 2015. The performance-based restricted stock units can be earned and may vest in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2015, 2016, 2017 and 2018. The performance criteria for 2015 were met, and 6,430 performance-based restricted stock units have been earned and will vest on June 3, 2016. The remaining 75% of performance-based restricted stock units can be earned in the remaining performance periods and are not reported in this table. Time-based restricted stock units granted on November 16, 2015. The time-based restricted stock units vest in equal installments on each June 3, 2016, 2017, 2018 and 2019, contingent on the reporting person's continued service with the Issuer. President, Chief Executive Officer Exhibit List 1. Exhibit 24 - Power of Attorney /s/ Juliette Pryor, Attorney-in-Fact 2016-05-25 EX-24 2 attachment1.htm EX-24 DOCUMENT
                               POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Juliette Pryor, James Pyle and Candace Jackson, or either of
them signing singly, and with full power of substitution, the undersigned's true
and lawful attorney-in-fact to:

     (1)  prepare, execute in the undersigned's name and on the undersigned's
          behalf, and submit to the U.S. Securities and Exchange Commission (the
          "SEC") a Form ID, including amendments thereto, and any other
          documents necessary or appropriate to obtain codes and passwords
          enabling the undersigned to make electronic filings with the SEC of
          reports required by Section 16(a) of the Securities Exchange Act of
          1934 or any rule or regulation of the SEC;

     (2)  execute for and on behalf of the undersigned, in the undersigned's
          capacity as an officer and/or director of US Foods Holding Corp. (the
          "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
          Securities Exchange Act of 1934 and the rules thereunder;

     (3)  do and perform any and all acts for and on behalf of the undersigned
          which may be necessary or desirable to complete and execute any such
          Form 3, 4, or 5, complete and execute any amendment or amendments
          thereto, and timely file such form with the SEC and any stock exchange
          or similar authority; and

     (4)  take any other action of any type whatsoever in connection with the
          foregoing which, in the opinion of such attorney-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such
          attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 17th day of May, 2016.


/s/ Pietro Satriano
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Pietro Satriano