UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 19, 2020
Date of Report (Date of earliest event reported)

US FOODS HOLDING CORP.
(Exact name of registrant as specified in its charter)

Delaware
 001-37786
26-0347906
(State or Other Jurisdiction of
Incorporation)
 (Commission File Number)
(I.R.S. Employer
Identification No.)

9399 W. Higgins Road, Suite 100
Rosemont, Illinois 60018
(Address of principal executive offices) (Zip code)

(847) 720-8000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading
symbol(s)
  
Name of each exchange on which registered
Common Stock, par value $0.01 per share
USFD
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 3.02. Unregistered Sales of Equity Securities.

On June 19, 2020, the Board of Directors of US Foods Holding Corp., a Delaware corporation (the “Company”), declared a dividend (the “Dividend”) on the shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”),  issued and outstanding as of the record date for such dividend, in the form of 5,288 shares of Series A Preferred Stock in the aggregate, plus $461.54 in cash in the aggregate in lieu of fractional shares.  The Company expects to pay the Dividend on June 30, 2020.

The Dividend is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).  KKR Fresh Aggregator L.P., a Delaware limited partnership, which purchased 500,000 shares of the Series A Preferred Stock on May 6, 2020 as previously disclosed, represented to the Company that it is an “accredited investor” as defined in Rule 501 of the Securities Act and that the Series A Preferred Stock is being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends will be affixed to any certificates evidencing shares of Series A Preferred Stock or shares of the Company’s common stock, par value $0.01 per share, issued in connection with any future conversion of the Series A Preferred Stock.



SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  US FOODS HOLDING CORP.  
       
Date: June 23, 2020
By:
/s/ Kristin M. Coleman  
    Name: 
Kristin M. Coleman
  
    Title: 
Executive Vice President, General Counsel and
Chief Compliance Officer
  
   
 
       







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Document and Entity Information
Jun. 19, 2020
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 19, 2020
Entity Registrant Name US FOODS HOLDING CORP.
Entity Incorporation, State or Country Code DE
Entity File Number 001-37786
Entity Tax Identification Number 26-0347906
Entity Address, Address Line One 9399 W. Higgins Road
Entity Address, Address Line Two Suite 100
Entity Address, City or Town Rosemont
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60018
City Area Code 847
Local Phone Number 720-8000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001665918
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol USFD
Security Exchange Name NYSE