SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Rohland Keith D. (Last) (First) (Middle) 9399 W. HIGGINS ROAD (Street) ROSEMONT IL 60018 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol US Foods Holding Corp. [ USFD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Information Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/15/2017
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$12.56	02/15/2017		A		9,384		(1)	06/03/2023	Common Stock	9,384	$0.00	37,536(1)	D
Employee Stock Option (right to buy)	$14.58	02/15/2017		A		9,105		(2)	11/16/2025	Common Stock	9,105	$0.00	18,210(2)	D
Employee Stock Option (right to buy)	$23.18	02/15/2017		A		10,735		(3)	06/23/2026	Common Stock	10,735	$0.00	10,735(3)	D
Restricted Stock Units	(4)	02/15/2017		A		1,446		(5)	(5)	Common Stock	1,446	$0.00	1,446	D
Restricted Stock Units	(4)	02/15/2017		A		1,606		(6)	(6)	Common Stock	1,606	$0.00	1,606	D
Restricted Stock Units	(4)	02/15/2017		A		1,011		(7)	(7)	Common Stock	1,011	$0.00	1,011	D

Explanation of Responses:

1. Performance-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 9,384 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 18,768 performance-based options were earned and have vested and become exercisable. The performance criteria for 2016 was met, and 9,384 performance-based options have been earned and will vest and become exercisable on June 3, 2017.

2. Performance-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 9,105 performance-based options were earned and have vested and become exercisable. The performance criteria for 2016 were met, and 9,105 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.

3. Performance-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 10,735 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.

4. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

5. Performance-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 1,157 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 2,894 performance-based restricted stock units were earned and have vested. The performance criteria for 2016 were met, and 1,446 performance-based restricted stock units have been earned and will vest on June 3, 2017.

6. Performance-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 1,607 performance-based restricted stock units were earned and have vested. The performance criteria for 2016 were met, and 1,606 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.

7. Performance-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 1,011 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:

	/s/ James Pyle, Attorney-in-Fact	02/17/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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