SEC Form 4 · accession 0000899243-17-004529
US Foods Holding Corp. · USFD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Pietro Satriano
Officer — See Remarks · Director
Period of report
Feb 15, 2017
Accepted (ET)
Feb 17, 2017 · 4:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001665918
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F2 | $12.56 | Feb 15, 2017 | A | 11,730 | A | — | Jun 3, 2023 | Common Stock | 11,730 | 46,920 | D |
| Employee Stock Option (right to buy)F1 | $12.56 | Feb 15, 2017 | A | 13,888 | A | — | Aug 21, 2025 | Common Stock | 13,888 | 27,776 | D |
| Employee Stock Option (right to buy)F3 | $14.58 | Feb 15, 2017 | A | 36,421 | A | — | Nov 16, 2025 | Common Stock | 36,421 | 72,842 | D |
| Employee Stock Option (right to buy)F4 | $23.18 | Feb 15, 2017 | A | 42,939 | A | — | Jun 23, 2026 | Common Stock | 42,939 | 42,939 | D |
| Restricted Stock UnitsF5,F6 | — | Feb 15, 2017 | A | 1,808 | A | — | — | Common Stock | 1,808 | 1,808 | D |
| Restricted Stock UnitsF5,F7 | — | Feb 15, 2017 | A | 6,430 | A | — | — | Common Stock | 6,430 | 6,430 | D |
| Restricted Stock UnitsF5,F8 | — | Feb 15, 2017 | A | 4,045 | A | — | — | Common Stock | 4,045 | 4,045 | D |
Explanation of responses
- F1Performance-based stock options awarded on June 3, 2013. The performance-based stock options can be earned and may vest and become exercisable in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2013, 2014, 2015 and 2016. The performance criteria for 2014 were met, and 11,730 performance-based options were earned and have vested and become exercisable. The performance criteria for 2015 and for the cumulative 2013-2015 performance period were met, and 23,460 performance-based options were earned and have vested and become exercisable. The performance criteria for 2016 was met, and 11,730 performance-based options have been earned and will vest and become exercisable on June 3, 2017.
- F2Performance-based stock options awarded on August 21, 2015. The performance-based stock options can be earned and may vest and become exercisable in five equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2015, 2016, 2017 and 2018. The performance criteria for 2015 were met, and 13,888 performance-based options were earned and have vested and become exercisable. The performance criteria for 2016 were met, and 13,888 performance-based options have been earned and have vested and become exercisable. The remaining 50% of performance-based stock options can be earned in the remaining performance periods and are not reported in this table.
- F3Performance-based stock options awarded November 16, 2015. The performance-based stock options can be earned and may vest and become exercisable in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2015, 2016, 2017 and 2018. The performance criteria for 2015 were met, and 36,421 performance-based options were earned and have vested and become exercisable. The performance criteria for 2016 were met, and 36,421 performance-based options have been earned and will vest and become exercisable on June 3, 2017. The remaining 50% of performance-based stock options can be earned in the remaining performance periods and are not reported in this table.
- F4Performance-based stock options awarded June 23, 2016. The performance-based stock options can be earned and may vest and become exercisable in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2016, 2017, 2018 and 2019. The performance criteria for 2016 were met, and 42,939 performance-based options have been earned and will vest and become exercisable on June 3, 2017. The remaining 75% of performance-based stock options can be earned in the remaining performance periods and are not reported in this table.
- F5Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- F6Performance-based restricted stock units awarded June 3, 2013 and automatically adjusted in January 2016 pursuant to Section 8 of the 2007 Stock Incentive Plan for Key Employees of USF Holding Corp. and its Affiliates, as amended (the "2007 Plan"). The performance-based restricted stock units can be earned and may vest in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2013, 2014, 2015 and 2016. The performance criteria for 2014 were met, and 1,447 of the performance-based restricted stock units were earned and have vested. The performance criteria for 2015 and for the cumulative 2013-2015 performance period were met, and 3,616 performance-based restricted stock units were earned and have vested. The performance criteria for 2016 were met, and 1,808 performance-based restricted stock units have been earned and will vest on June 3, 2017.
- F7Performance-based restricted stock units awarded November 16, 2015 and automatically adjusted in January 2016 pursuant to Section 8 of the 2007 Plan. The performance-based restricted stock units can be earned and may vest in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2015, 2016, 2017 and 2018. The performance criteria for 2015 were met, and 6,430 performance-based restricted stock units were earned and have vested. The performance criteria for 2016 were met, and 6,430 performance-based restricted stock units have been earned and will vest on June 3, 2017. The remaining 50% of performance-based restricted stock units can be earned in the remaining performance periods and are not reported in this table.
- F8Performance-based restricted stock units awarded June 23, 2016. The performance-based restricted stock units can be earned and may vest in four equal annual installments based on satisfaction of certain performance based criteria for each of the fiscal years ending 2016, 2017, 2018 and 2019. The performance criteria for 2016 were met, and 4,045 performance-based options have been earned and will vest on June 3, 2017. The remaining 75% of performance-based restricted stock units can be earned in the remaining performance periods and are not reported in this table.
Remarks
President, Chief Executive Officer and Director