| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | USFD | Common Stock, par value $0.01 ("Shares") | Sale | -$132M | -3M | -15.85% | $43.87 | 15.9M | Dec 11, 2023 | See footnote | F1, F2, F3 |
| holding | USFD | Common Stock, par value $0.01 ("Shares") | 8.79K | Dec 11, 2023 | Direct | F1, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | USFD | Call Option | Sale | $0 | -2K | -100% | $0.00* | 0 | Dec 11, 2023 | Common Stock | 200K | $50.00 | See footnote | F1, F2, F3, F5 |
| transaction | USFD | Call Option | Sale | -$2.5K | -500 | -100% | $5.00* | 0 | Dec 11, 2023 | Common Stock | 50K | $40.00 | See footnote | F1, F2, F3, F6 |
| Id | Content |
|---|---|
| F1 | In addition to Scott D. Ferguson, this Form 4 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. |
| F2 | 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. |
| F3 | 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 the 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. |
| F4 | Pursuant to an arrangement between Mr. Ferguson and 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 SH Management, 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. |
| F5 | The Call Options were acquired on May 18, 2021 and were exercisable on the date of acquisition. |
| F6 | The Call Options were acquired on May 17, 2021 and were exercisable on the date of acquisition. |
Mr. Ferguson is the managing partner of Sachem Head and the managing member of each of SH Management and Sachem Head GP LLC 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.