SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Locascio Dirk J. (Last) (First) (Middle) 9399 W. HIGGINS ROAD (Street) ROSEMONT IL 60018 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/06/2017	3. Issuer Name and Ticker or Trading Symbol US Foods Holding Corp. [ USFD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	21,194	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	11/23/2020	Common Stock	7,403	$8.51	D
Employee Stock Option (right to buy)	(1)	05/27/2021	Common Stock	55,552	$9.86	D
Employee Stock Option (right to buy)	(2)	06/03/2023	Common Stock	3,519	$12.56	D
Employee Stock Option (right to buy)	(3)	06/03/2023	Common Stock	4,693	$12.56	D
Employee Stock Option (right to buy)	(4)	11/16/2025	Common Stock	910	$14.58	D
Employee Stock Option (right to buy)	(5)	11/16/2025	Common Stock	3,642	$14.58	D
Employee Stock Option (right to buy)	(6)	06/23/2026	Common Stock	4,771	$23.18	D
Restricted Stock Units	(7)	(7)	Common Stock	543	(7)	D
Restricted Stock Units	(8)	(8)	Common Stock	1,147	(8)	D
Restricted Stock Units	(9)	(9)	Common Stock	1,349	(9)	D

Explanation of Responses:

1. All options in this tranche are exercisable.

2. 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 1,173 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 2,346 performance-based options have been earned and have vested. The remaining 25% of performance-based stock options can be earned in the remaining performance period and are not reported in this table.

3. Time-based stock options granted on June 3, 2013. Three-fourths of the time-based stock options have vested and are currently exercisable. The remaining time-based stock options will vest on June 3, 2017, contingent on the reporting person's continued service with the Issuer.

4. 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 910 performance-based options have been earned and have vested. The remaining 75% of performance-based stock options can be earned in the remaining performance periods and are not reported in this table.

5. 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, 2017, 2018, and 2019, contingent on the reporting person's continued service with the Issuer

6. Time-based stock options granted on June 23, 2016. The time-based stock options will vest and become exercisable in four equal annual installments on each June 3, 2017, 2018, 2019, and 2020, contingent on the reporting person's continued service with the Issuer

7. Time-based restricted stock units granted on June 3, 2013. The time-based restricted stock units vest on June 3, 2017, contingent on the reporting person's continued service with the Issuer.

8. Time-based restricted stock units granted on November 16, 2015. The time-based restricted stock units vest in equal installments on each June 3, 2017, 2018 and 2019, contingent on the reporting person's continued service with the Issuer.

9. Time-based restricted stock units granted on June 23, 2016. The time-based restricted stock units vest in equal installments on each June 3, 2017, 2018, 2019 and 2020, contingent on the reporting person's continued service with the Issuer.

Remarks:

Exhibit List 1. Exhibit 24 - Power of Attorney

	/s/ Luis A. Avila, Attorney-in-Fact	02/14/2017
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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