Sachem Head Amends US Foods Stake

TL;DR

**Sachem Head Capital Management just updated their 13D on US Foods, signaling a change in their reported ownership.**

AI Summary

Sachem Head Capital Management LP filed Amendment No. 8 to its Schedule 13D on February 29, 2024, regarding its ownership in US Foods Holding Corp. The filing indicates an update to their beneficial ownership, specifically related to Common Stock, par value $0.01 per share, of US Foods Holding Corp. Michael D. Adamski of Sachem Head Capital Management LP is listed as a contact for the filing.

Why It Matters

This amendment signals a change in Sachem Head Capital Management's reported stake in US Foods, which could influence investor perception and potentially signal future activist intentions or a shift in their investment strategy.

Risk Assessment

Risk Level: low — This is an amendment to a Schedule 13D, indicating a change in beneficial ownership, which is a routine regulatory update and does not inherently present high risk.

Key Players & Entities

• US Foods Holding Corp. (company) — Subject Company
• Sachem Head Capital Management LP (company) — Filing Party
• Michael D. Adamski (person) — Contact for Filing Party
• Ryan Nebel (person) — Legal Counsel for Filing Party
• $0.01 (dollar_amount) — Par value per share of Common Stock

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti

Filing Documents

• sc13da810692012_02292024.htm (SC 13D/A) — 134KB
• ex9917to13da810692012_022924.htm (EX-99.17) — 24KB
• ex9918to13da810692012_022924.htm (EX-99.18) — 4KB
• 0001193805-24-000284.txt ( ) — 163KB

Purpose of Transaction

Item 4. Purpose of Transaction .

of the Schedule 13D

Item 4 of the Schedule 13D is hereby amended to add the following: On February 28, 2024 (the “ Effective Date ”), Sachem Head entered into a Mutual Termination Agreement (the “ Termination Agreement ”) with the Issuer. Pursuant to the Termination Agreement, the Cooperation Agreement shall terminate and be of no further force or effect as of the close of business on the Effective Date (the “ Effective Time ”). From and after the Effective Time, neither Sachem Head nor the Issuer shall have any further rights, duties or obligations under the Cooperation Agreement. The foregoing description of the Termination Agreement is qualified in its entirety by reference to the full text of the Termination Agreement, which is attached as Exhibit 99.17 hereto and is incorporated herein by reference. Concurrently with the execution of the Termination Agreement, Scott D. Ferguson resigned from his position as a member of the Board and each committee of the Board. Mr. Ferguson’s resignation is not because of any disagreement with the Issuer on any matter relating to the Issuer’s operations, policies or practices. A copy of Mr. Ferguson’s resignation letter is attached as Exhibit 99.18 hereto and is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . 99.1 Joint Filing Agreement, among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC and Scott D. Ferguson.* 99.2 Trading data.* 99.3 Trading data.* 99.4 Trading data.* 99.5 Trading data.* 99.6 Trading data.* 99.7 Letter to the Stockholders of the Issuer.* 99.8 Joint Filing and Solicitation Agreement, among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, Scott D. Ferguson, Meredith Adler, James J. Barber, Jr., Jeri B. Finard, John J. Harris, Bernardo V. Hees and David A. Toy.* 6 CUSIP No. 912008109 99.9 Form of Engagement and Indemnification Agreement.* 99.10 Engagement and Indemnification Agreement, by Sachem Head Capital Management LP and Bernardo V. Hees.* 99.11 Powers of Attorney.* 99.12 Amended and Restated Joint Filing and Solicitation Agreement by and among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, Scott D. Ferguson, James J. Barber, Jr., Jeri B. Finard, John J. Harris and David A. Toy.* 99.13 Trading data.* 99.14 Cooperation Agreement by and among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, Sachem Head LP, Sachem Head Master LP, SH Sagamore Master VIII Ltd., SH Stony Creek Master Ltd. and US Foods Holding Corp.* 99.15 Joint Filing Agreement by and among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC and Scott D. Ferguson.* 99.16 Trading data.* 99.17 Mutual Termination Agreement by and among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, Sachem Head LP, Sachem Head Master LP, SH Sagamore Master VIII Ltd., SH Stony Creek Master Ltd. and US Foods Holding Corp., dated February 28, 2024. 99.18 Letter of Resignation from Scott D. Ferguson, dated February 28, 2024. * Previously filed. 7 CUSIP No. 912008109 SIGNATURE After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify t