SEC Form 4 · accession 0000899243-16-035842
US Foods Holding Corp. · USFD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Henry R Kravis
10% Owner
George R Roberts
10% Owner
KKR & Co. L.P.
10% Owner
KKR Management LLC
10% Owner
KKR Group Ltd
10% Owner
KKR Group Holdings L.P.
10% Owner
KKR Fund Holdings GP Ltd
10% Owner
KKR Fund Holdings L.P.
10% Owner
Period of report
Dec 16, 2016
Accepted (ET)
Dec 16, 2016 · 7:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001665918
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2,F7,F8 | Dec 16, 2016 | J | 0 | — | D | 5,925,925 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF3,F7,F8 | holding | — | — | — | 73,900,000 | I | See Footnotes | |
| Common Stock, par value $0.01 per shareF4,F7,F8 | holding | — | — | — | 1,481,481 | I | See Footnotes | |
| Common Stock, par value $0.01 per shareF5,F8 | holding | — | — | — | 1,359,259 | I | See Footnotes | |
| Common Stock, par value $0.01 per shareF6,F7,F8 | holding | — | — | — | 666,666 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On December 16, 2016, certain limited partnership units of KKR PEI Food Investments L.P., which holds shares of common stock of US Foods Holding Corp. ("Common Stock"), were transferred by KKR Fund Holdings L.P., along with a portfolio of other assets, to a new KKR sponsored investment vehicle with third party investors. The portion of shares of Common Stock held by KKR PEI Food Investments L.P. that corresponds to the limited partner interests in KKR PEI Food Investments L.P. which were, in part, the subject of the transfer was 618,806 shares. There was no change in the number of shares of Common Stock held by KKR PEI Food Investments L.P., but KKR Fund Holdings L.P. and certain other affiliated reporting persons may be deemed to have disposed of a portion of their pecuniary interest in such shares as a result of such transfer. On December 16, 2016, the closing price of shares of Common Stock was $26.90 per share.
- F2Shares of Common Stock are held by KKR PEI Food Investments L.P. The general partner of KKR PEI Food Investments L.P. is KKR PEI Food Investments GP LLC, and the sole member of KKR PEI Food Investments GP LLC is KKR PEI Investments, L.P. The general partner of KKR PEI Investments, L.P. is KKR PEI Associates, L.P., and the general partner of KKR PEI Associates, L.P. is KKR PEI GP Limited. The sole shareholder of KKR PEI GP Limited is KKR Fund Holdings L.P.
- F3Shares of Common Stock are held by KKR 2006 Fund L.P. The general partner of KKR 2006 Fund L.P. is KKR Associates 2006 L.P., and the general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P., which has also designated Messrs. Henry R. Kravis and George R. Roberts as managers of KKR 2006 GP LLC.
- F4Shares of Common Stock are held by ASF Walter Co-Invest L.P. The general partner of ASF Walter Co-Invest L.P. is ASF Walter Co-Invest GP Limited. The sole shareholder of ASF Walter Co-Invest GP Limited is KKR Fund Holdings L.P.
- F5Shares of Common Stock are held by KKR Partners III, L.P. The general partner of KKR Partners III, L.P. is KKR III GP LLC. The managers of KKR III GP LLC are Messrs. Henry R. Kravis and George R. Roberts.
- F6Shares of Common Stock are held by OPERF Co-Investment LLC. The manager of OPERF Co-Investment LLC is KKR Associates 2006 L.P., and the general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P., which has also designated Messrs. Henry R. Kravis and George R. Roberts as managers of KKR 2006 GP LLC.
- F7The general partners of KKR Fund Holdings L.P. are KKR Fund Holdings GP Limited and KKR Group Holdings L.P. The sole shareholder of KKR Fund Holdings GP Limited is KKR Group Holdings L.P. The general partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The general partner of KKR & Co. L.P. is KKR Management LLC. The designated members of KKR Management LLC are Messrs. Henry R. Kravis and George R. Roberts.
- F8Each of the Reporting Persons may be deemed to be the beneficial owner of a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons engaged in any transactions subject to Section 16 of the Securities Exchange Act of 1934 or are the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.