SEC Form 4 · accession 0000899243-16-021317
Performance Food Group Co · PFGC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Stephen A Schwarzman
10% Owner
Blackstone Group L.P.
10% Owner
Blackstone Group Management L.L.C.
10% Owner
Blackstone Holdings III L.P.
10% Owner
Blackstone Holdings III GP L.P.
10% Owner
Period of report
May 27, 2016
Accepted (ET)
Jun 1, 2016 · 5:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001618673
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F7,F8,F9,F10,F11 | May 27, 2016 | S | 1,470,185 | $23.3406 | D | 39,137,914 | I | See Footnotes |
| Common StockF1,F3,F7,F8,F9,F10,F11 | May 27, 2016 | S | 235,507 | $23.3406 | D | 6,269,435 | I | See Footnotes |
| Common StockF1,F4,F7,F8,F9,F10,F11 | May 27, 2016 | S | 18,666 | $23.3406 | D | 496,893 | I | See Footnotes |
| Common StockF1,F5,F7,F8,F9,F10,F11 | May 27, 2016 | S | 3,757 | $23.3406 | D | 100,023 | I | See Footnotes |
| Common StockF1,F6,F8,F9,F10,F11 | May 27, 2016 | S | 22,979 | $23.3406 | D | 611,735 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This amount represents the $24.25 public offering price per share of Common Stock, par value $0.01 per share ("Common Stock"), of Performance Food Group Company (the "Issuer"), less the underwriting discount of $0.9094 per share of Common Stock in connection with the underwriters' exercise of their over-allotment option granted in connection with an underwritten secondary offering which closed on May 24, 2016.
- F10Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
- F11Each of the Reporting Persons (other than each of the Blackstone Funds to the extent they directly hold securities reported herein), disclaims beneficial ownership of the securities held by the Blackstone Funds, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the Blackstone Funds to the extent they directly hold securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- F2Reflects securities of the Issuer held directly by Blackstone Capital Partners V L.P.
- F3Reflects securities of the Issuer held directly by Blackstone Capital Partners V - AC L.P.
- F4Reflects securities of the Issuer held directly by Blackstone Family Investment Partnership V L.P.
- F5Reflects securities of the Issuer held directly by Blackstone Participation Partnership V L.P.
- F6Reflects securities of the Issuer held directly by Blackstone Family Investment Partnership V-SMD L.P. (collectively, together with the entities listed in footnotes 2 through 5, the "Blackstone Funds").
- F7The general partner of Blackstone Capital Partners V L.P. and Blackstone Capital Partners V-AC L.P. is Blackstone Management Associates V L.L.C. BMA V L.L.C. is the sole member of Blackstone Management Associates V L.L.C. BCP V Side-by-Side GP L.L.C. is the general partner of each of Blackstone Family Investment Partnership V L.P. and Blackstone Participation Partnership V L.P. Blackstone Holdings III L.P. is the managing member and majority-in-interest owner of BMA V L.L.C. and the sole member of BCP V Side-by-Side GP L.L.C.
- F8The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. The general partner of Blackstone Family Investment Partnership V-SMD L.P. is Blackstone Family GP L.L.C., which is controlled by its founder, Mr. Schwarzman.
- F9Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.