13G Filing: Eminence Capital and US Foods Holding Corp (USFD)

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Item 1(a). NAME OF ISSUER
The name of the issuer is
US Foods Holding Corp. (the “Company”)
Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
The Company’s principal executive offices are located at 9399 W. Higgins Road, Suite 500, Rosemont, IL 60018
Item 2(a). NAME OF PERSON FILING:
This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

(i) Eminence Capital, LP, a Delaware limited
partnership (“Eminence Capital”);

(ii) Eminence GP, LLC, a Delaware limited liability
company (“Eminence GP”); and

(iii) Ricky C. Sandler, a U.S. Citizen (“Mr.
Sandler”).

This statement relates to shares of Common Stock (as defined in Item 2(d) below) held for the accounts of:

(i) Eminence Partners, L.P., a New
York limited partnership (“Eminence I”); Eminence Partners II, L.P., a New York limited partnership (“Eminence
II”); Eminence Eaglewood Master, L.P., a Delaware limited partnership (“Eminence Eaglewood”); Eminence Partners
Long, L.P., a Delaware limited partnership (together with Eminence I, Eminence II and Eminence Eaglewood, the “Partnerships”);
as well as Eminence Fund Master, Ltd., a Cayman Islands company (“Eminence Offshore Master Fund”); Eminence Fund Leveraged
Master, Ltd., a Cayman Islands company (together with Eminence Offshore Master Fund, the “Master Funds”), and Eminence
Fund Long, Ltd., a Cayman Islands Company (“Eminence Offshore Long”). The Partnerships, Master Funds and Eminence Offshore
Long are collectively referred to as the “Eminence Funds”;

(ii) A separately managed account (the “SMA”);
and

(iii) Family accounts and other related accounts
over which Mr. Sandler has investment discretion (the “Family Accounts”).

Eminence Capital serves as the management company to the Eminence Funds with respect to the shares of Common Stock directly owned by the Eminence Funds and the investment adviser to the SMA with respect to the shares of Common Stock directly owned by the SMA. Eminence Capital may be deemed to have voting and dispositive power over the shares held for the accounts of the Eminence Funds and the SMA.
Eminence GP serves as general partner or manager with respect to the shares of Common Stock directly owned by the Partnerships and Master Funds and may be deemed to have voting and dispositive power over the shares held for the accounts of the Partnerships and Master Funds.
Mr. Sandler is the Chief Executive Officer of Eminence Capital and the Managing Member of Eminence GP and may be deemed to have voting and dispositive power with respect to the shares of Common Stock directly owned by the Eminence Funds, the SMA and the Family Accounts, as applicable.

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