Sec Form 4 Filing - Clayton Dubilier & Rice Fund VII L P @ US Foods Holding Corp. - 2017-09-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Clayton Dubilier & Rice Fund VII L P 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MAPLES CORPORATE SERVICES LIMITED, P.O. BOX 309, UGLAND HOUSE 3. Date of Earliest Transaction (MM/DD/YY) 09/18/2017 (Street) GRAND CAYMAN, E9KY1-1104 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 09/18/2017 S 20,000,000 D $ 27.34 19,977,773 I By affiliate ( 1 ) ( 2 ) ( 3 ) ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clayton Dubilier & Rice Fund VII L P C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9KY1-1104 X CD&R Associates VII, Ltd. C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9KY1-1104 X CD&R Associates VII, L.P. C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9KY1-1104 X CD&R Investment Associates VII, Ltd. C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9KY1-1104 X CLAYTON DUBILIER & RICE FUND VII CO-INVESTMENT L P C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9KY1-1104 X CD&R ASSOCIATES VII (CO-INVESTMENT), LTD C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9KY1-1104 X CD&R Parallel Fund VII LP C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9KY1-1104 X CD&R Parallel Fund Associates VII, Ltd. C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9KY1-1104 X CDR USF Co-Investor GP Ltd C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9KY1-1104 X CDR USF CO-INVESTOR LP C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE GRAND CAYMAN, E9KY1-1104 X Signatures Clayton, Dubilier & Rice Fund VII, L.P., By: CD&R Associates VII, Ltd., its general partner, By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 09/20/2017 Signature of Reporting Person Date CD&R Associates VII, Ltd., By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 09/20/2017 Signature of Reporting Person Date CD&R Associates VII, L.P., By: CD&R Investment Associates VII, Ltd., its general partner, By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 09/20/2017 Signature of Reporting Person Date CD&R Investment Associates VII, Ltd., By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 09/20/2017 Signature of Reporting Person Date Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., By: CD&R Associates VII (Co-Investment), Ltd., its general partner, By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 09/20/2017 Signature of Reporting Person Date CD&R Associates VII (Co-Investment), Ltd., By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 09/20/2017 Signature of Reporting Person Date CD&R Parallel Fund VII, L.P., By: CD&R Parallel Fund Associates VII, Ltd., its general partner, By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 09/20/2017 Signature of Reporting Person Date CD&R Parallel Fund Associates VII, Ltd., By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 09/20/2017 Signature of Reporting Person Date CDR USF Co-Investor GP Limited, By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 09/20/2017 Signature of Reporting Person Date CDR USF Co-Investor L.P., By: CDR USF Co-Investor GP Limited, its general partner, By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 09/20/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares held following the transaction reported herein as follows: (i) 10,654,812 shares of common stock held by Clayton, Dubilier & Rice Fund VII, L.P., whose general partner is CD&R Associates VII, Ltd., whose sole stockholder is CD&R Associates VII, L.P., whose general partner is CD&R Investment Associates VII, Ltd.; (ii) 3,107,654 shares of common stock held by Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., whose general partner is CD&R Associates VII (Co-Investment), Ltd., whose sole stockholder is CD&R Associates VII, L.P.; (iii) 75,864 shares of common stock held by CD&R Parallel Fund VII, L.P., whose general partner is CD&R Parallel Fund Associates VII, Ltd.; (continued at footnote 2) ( 2 )(iv) 4,636,641 shares of common stock held by CDR USF Co-Investor L.P., whose general partner is CDR USF Co-Investor GP Limited, whose sole stockholder is Clayton, Dubilier & Rice Fund VII, L.P.; and (v) 1,775,802 shares of common stock held by CDR USF Co-Investor No. 2, L.P., whose general partner is CDR USF Co-Investor GP No. 2, Limited, whose sole stockholder is CD&R Associates VII, L.P. ( 3 )Each of CD&R Associates VII, Ltd., CD&R Associates VII, L.P. and CD&R Investment Associates VII, Ltd. expressly disclaims beneficial ownership of the shares held by Clayton, Dubilier & Rice Fund VII, L.P., as well as the shares held by each of Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CD&R Parallel Fund VII, L.P., CDR USF Co-Investor L.P. and CDR USF Co-Investor No. 2, L.P. Each of CDR USF Co-Investor GP Limited and CDR USF Co-Investor GP No. 2, Limited expressly disclaims beneficial ownership of the shares held by each of CDR USF Co-Investor Limited, CDR USF Co-Investor No. 2, Limited, (continued at footnote 4) ( 4 )Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P. and CD&R Parallel Fund VII, L.P. CD&R Parallel Fund Associates VII, Ltd. expressly disclaims beneficial ownership of the shares held by each of CD&R Parallel Fund VII, L.P., Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CDR USF Co-Investor L.P. and CDR USF Co-Investor No. 2, L.P.

Remarks: Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed today reporting on the same securities by the following joint filers: Clayton, Dubilier & Rice Fund VII, L.P.; CD&R Associates VII, Ltd.; CD&R Associates VII, L.P.; CD&R Investment Associates VII, Ltd.; Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P.; CD&R Associates VII (Co-Investment), Ltd.; CD&R Parallel Fund VII, L.P.; CD&R Parallel Fund Associates VII, Ltd.; CDR USF Co-Investor L.P.; CDR USF Co-Investor GP Limited; CDR USF Co-Investor No. 2, L.P.; and CDR USF Co-Investor GP No. 2, Limited.

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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