Form 4 for USFD US Foods Holding Corp.
Accepted 2023-03-09 00:00:00 ET · period of report 2023-03-07 · accession 0001140361-23-010946 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2023-03-09 | 2023-03-07 | USFD | KKR Group Co. Inc. | 10% | S - Sale | $38.83 | -7.60M | 37 | -100% | -$295.11M |
| DI | 2023-03-09 | 2023-03-07 | USFD | KKR Group Co. Inc. | 10% | C - Cnv Deriv | $21.50 | +7.60M | 7.60M | New | +$163.40M |
| DI | 2023-03-09 | 2023-03-07 | USFD | KKR Group Co. Inc. | 10% | C - Cnv Deriv | $0.00 | -161.2K | 371.0K | -30% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2023-03-07 | S | D | 7,600,000 | $38.83 | 37 | I See footnotes | — | — | (F6) 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. (F3) 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. |
| 2 | Common | Common Stock | 2023-03-07 | C | A | 7,600,037 | $21.50 | 7,600,037 | I See footnotes | — | — | (F2) 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. (F6) 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. (F3) 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. |
| 3 | Derivative | Series A Convertible Preferred Stock | 2023-03-07 | C | D | 161,237 | $0.00 | 371,044 | I See footnotes | $21.50 · — to — | 7,600,037 Common Stock | (F6) 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. (F3) 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. (F2) 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. (F4) 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. |