Key facts
- This page summarizes Scott D. Ferguson's Form 4 filing for US Foods Holding Corp. (USFD).
- 3 reported transactions and 2 derivative rows are listed below.
- Accepted by SEC: 12 Dec 2023, 07:06.
Scott D. Ferguson - 11 Dec 2023 Form 4 Insider Report for US Foods Holding Corp. (USFD)
- Reporting relationship
- Director
- Issuer ticker
- USFD
- Reported as of
- 11 Dec 2023
- Net transaction value
- -$131,612,500
- SEC form
- 4
- Accepted by SEC
- 12 Dec 2023, 07:06:54 UTC
- Prior SEC filing
- 22 May 2023
- Next SEC filing
- 01 Oct 2025
- Source filing
- View source filing
- Reporting owner signature
- /s/ Michael D. Adamski, as Attorney-in-Fact
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Scott D. Ferguson filed Form 4 for US Foods Holding Corp. (USFD) on 12 Dec 2023.
Change
- Previous filing in this sequence was filed on 22 May 2023.
- Current net transaction value: -$131,612,500.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
USFD
transaction
Common Stock, par value $0.01 ("Shares")
Sale
- Transaction value
- $131,610,000
- Shares
- -3,000,000
- Change %
- -16%
- Price
- $43.87
- Shares after
- 15,932,877
- Date
- 11 Dec 2023
- Ownership
- See footnote
- Footnotes
- F1, F2, F3
USFD
holding
Common Stock, par value $0.01 ("Shares")
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 8,793
- Date
- 11 Dec 2023
- Ownership
- Direct
- Footnotes
- F1, F4
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
USFD
transaction
Derivative
Call Option
Sale
- Transaction value
- $0
- Shares
- -2,000
- Change %
- -100%
- Price
- $0.000000*
- Shares after
- 0
- Date
- 11 Dec 2023
- Ownership
- See footnote
- Underlying class
- Common Stock
- Underlying amount
- 200,000
- Exercise price
- $50.00
- Footnotes
- F1, F2, F3, F5
USFD
transaction
Derivative
Call Option
Sale
- Transaction value
- $2,500
- Shares
- -500
- Change %
- -100%
- Price
- $5.00*
- Shares after
- 0
- Date
- 11 Dec 2023
- Ownership
- See footnote
- Underlying class
- Common Stock
- Underlying amount
- 50,000
- Exercise price
- $40.00
- Footnotes
- F1, F2, F3, F6
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 6 footnotes
Footnote 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.
Footnote 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.
Footnote 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.
Footnote 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.
Footnote F5
The Call Options were acquired on May 18, 2021 and were exercisable on the date of acquisition.
Footnote F6
The Call Options were acquired on May 17, 2021 and were exercisable on the date of acquisition.
SEC remarks
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.