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Filing Details

Accession Number:: 0001140361-23-010943
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-03-09 17:23:11
Reporting Period:: 2023-03-07

Accepted Time:: 2023-03-09 17:23:11
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1665918	Us Foods Holding Corp.	USFD	Wholesale-Groceries & Related Products (5140)	260347906

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1666676	L.p. Xii Fund Americas Kkr	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 30 Hudson Yards New York NY 10001	No	No	No	No
1746583	Ltd Xii Americas Kkr	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 30 Hudson Yards New York NY 10001	No	No	No	No
1746586	L.p. Xii Americas Associates Kkr	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 30 Hudson Yards New York NY 10001	No	No	No	No
1811406	L.p. Aggregator Fresh Kkr	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 30 Hudson Yards New York NY 10001	No	No	No	No
1811407	Kkr Fresh Aggregator Gp Llc	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 30 Hudson Yards New York NY 10001	No	No	No	No
1847049	Kkr Fresh Holdings Gp Llc	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 30 Hudson Yards New York NY 10001	No	No	No	No
1847070	L.p. Holdings Fresh Kkr	C/O Kohlberg Kravis Roberts &Amp; Co. L.p. 30 Hudson Yards New York NY 10001	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2023-03-07	7,600,037	$21.50	7,600,037	No	4	C	Indirect	See footnotes
Common Stock	Disposition	2023-03-07	7,600,000	$38.83	37	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Disposition	2023-03-07	161,237	$0.00	7,600,037	$21.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
371,044			No	4	C	Indirect

Footnotes

On March 7, 2023, in connection with a sale of shares of Common Stock, par value of $0.01 per share (the " Common Stock"), of US Foods Holding Corp. (the "Issuer"), KKR Fresh Holdings L.P. delivered a conversion notice to convert 161,237 shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), of the Issuer into shares of Common Stock pursuant to the terms thereof.
Series A Preferred Stock is convertible into (i) a number of shares of Common Stock equal to the quotient of (A) the sum of the liquidation preference and any accrued dividends with respect to such share of Series A Preferred Stock as of the applicable conversion date divided by (B) the conversion price as of the applicable conversion date plus (ii) cash in lieu of fractional shares. The current conversion price is a dollar amount equal to $1,000 divided by the current conversion rate of 46.5116, or approximately $21.50 per share, and is subject to certain anti-dilution adjustments.
The securities reported herein are held by KKR Fresh Holdings L.P. KKR Fresh Holdings GP LLC is the general partner of KKR Fresh Holdings L.P. KKR Fresh Aggregator L.P. is the sole member of KKR Fresh Holdings GP LLC. KKR Fresh Aggregator GP LLC is the general partner of KKR Fresh Aggregator L.P. KKR Americas Fund XII L.P. is the sole member of KKR Fresh Aggregator GP LLC. KKR Associates Americas XII L.P. is the general partner of KKR Americas Fund XII L.P. KKR Americas XII Limited is the general partner of KKR Americas Fund XII L.P. KKR Group Partnership L.P. is the sole member of KKR Americas XII Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
The Series A Preferred Stock is convertible into shares of Common Stock at any time at the option of the holder thereof and has no stated maturity. The Series A Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert any or all of the Series A Preferred Stock into Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.
The shares of Series A Preferred Stock reported herein have an initial liquidation preference of $1,000.00 per share. The Series A Preferred Stock has a cumulative dividend rate of 7.0% per annum, payable quarterly in arrears, on March 31, June 30, September 30 and December 31 of each year. If the Issuer does not declare and pay a dividend on the Series A Preferred Stock, the dividend rate will increase by 3.0% to 10.0% per annum until all accrued but unpaid dividends have been paid in full. Dividends will be payable in cash or in kind, or a combination of both, at the option of the Issuer.
Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. 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 are the beneficial owners of any securities reported herein.