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

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)

¨

Broker or dealer registered under Section 15 of the Act;

(b)

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Bank as defined in Section 3(a)(6) of the Act;

(c)

¨

Insurance company as defined in Section 3(a)(19) of the Act;

(d)

¨

Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)

¨

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

Item 2(c).	CITIZENSHIP

	(i) Eminence Capital, a Delaware limited partnership;

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

	(iii) Mr. Sandler is a United States citizen.

Page 6 of 10 – SEC Filing

Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

	The address of the principal business and principal office of Eminence GP and Eminence Capital is 65 East 55th Street, 25th Floor, New York, NY 10022. The business address of Mr. Sandler is 65 East 55th Street, 25th Floor, New York, NY 10022.

Item 2(d).	TITLE OF CLASS OF SECURITIES

	Common Stock, $0.01 par value (the “Common Stock”)