David E. Flitman - Jan 5, 2023 Form 4 Insider Report for US Foods Holding Corp. (USFD)

Role
Chief Executive Officer
Signature
Stephanie D. Miller, Attorney-in-fact
Stock symbol
USFD
Transactions as of
Jan 5, 2023
Transactions value $
$0
Form type
4
Date filed
1/9/2023, 04:42 PM
Previous filing
Dec 21, 2022
Next filing
Feb 8, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction USFD Restricted Stock Units Award $0 +168K $0.00 168K Jan 5, 2023 Common Stock 168K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Security converts to common stock on a one-to-one basis.
F2 The performance-based restricted share units ("PRSUs") vest in two equal tranches of 84,081 (each, a "Tranche") each if the following conditions are met: (a) the first Tranche of 84,081 shares will vest on the second anniversary of the grant date, or January 5, 2025, if the share price for the Company's common stock equals or exceeds $40 per share on any 30 consecutive days during the period between the date of grant and January 5, 2025; and (b) the second Tranche of 84,081 shares will vest on the fourth anniversary of the grant date, or January 5, 2027, if the share price for the Company's common stock equals or exceeds $55 per share on any 30 consecutive days during the period between the date of grant and January 5, 2027.
F3 With certain exceptions in the event of a change in control, if the applicable performance goal is not achieved by the last day of the applicable measurement period, then such Tranche will be forfeited without consideration. The Company's Board of Directors approved the grant of the PRSUs in connection with the reporting person's appointment as Chief Executive Officer effective January 5, 2023.