KKR Americas Fund XII L.P.'s Form 4 filing
US Foods Holding Corp.USFD · filed Mar 9, 2023
- Accession no.
- 0001140361-23-010943
- Filed
- Mar 9, 2023, 5:23 PM ET
- Trade date
- Mar 7, 2023
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 2 non-derivative transactions and 1 derivative transaction. Open-market sales total $295.1M. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| KKR Americas Fund XII L.P.CIK 0001666676 | 10% Owner |
| KKR Americas XII LtdCIK 0001746583 | 10% Owner |
| KKR Associates Americas XII L.P.CIK 0001746586 | 10% Owner |
| KKR Fresh Aggregator L.P.CIK 0001811406 | 10% Owner |
| KKR Fresh Aggregator GP LLCCIK 0001811407 | 10% Owner |
| KKR Fresh Holdings GP LLCCIK 0001847049 | 10% Owner |
| KKR Fresh Holdings L.P.CIK 0001847070 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 7, 2023 | Common Stock | CConversionAcquired | +7,600,037 | $21.50F2 | +$163,400,795.5 | 7,600,037 | Indirect | |
| Mar 7, 2023 | Common Stock | SSaleDisposed | −7,600,000 | $38.83 | −$295,108,000 | 37 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 7, 2023 | Common Stock | CConversionDisposed | −7,600,037 | $0.00 | $0 | 371,044 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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.
Referenced by the price of 1 transaction in Table I.
Remarks
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4. Exhibit List: Exhibit 24 - Power of Attorney