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 OF SECURITIES
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

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/YYYY)

1/31/2017		
(Street)

GRAND CAYMAN, E9 KY1-1104
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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  	1/31/2017  	 	S	  	20700000  	D	$26.00  	62633332  	I  	By affiliate   (1) (2) (3) (4)	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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	7. Title and Amount of Securities Underlying Derivative Security
(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					

Explanation of Responses:	
(  1) 	Represents shares held following the transaction reported herein as follows: (i) 33,404,444 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) 9,742,963 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) 237,844 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) 13,680,674 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) 5,567,407 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.	

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, E9 KY1-1104		X			
CD&R Associates VII, Ltd.
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104		X			
CD&R Associates VII, L.P.
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104		X			
CD&R Investment Associates VII, Ltd.
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104		X			
CLAYTON DUBILIER & RICE FUND VII CO-INVESTMENT L P
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104		X			
CD&R ASSOCIATES VII (CO-INVESTMENT), LTD
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104		X			
CD&R Parallel Fund VII LP
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104		X			
CD&R Parallel Fund Associates VII, Ltd.
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104		X			
CDR USF Co-Investor GP Ltd
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104		X			
CDR USF CO-INVESTOR LP
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104		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.		1/31/2017	
** Signature of Reporting Person		Date
	
CD&R Associates VII, Ltd., By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.		1/31/2017	
** 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.		1/31/2017	
** Signature of Reporting Person		Date
	
CD&R Investment Associates VII, Ltd., By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.		1/31/2017	
** 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.		1/31/2017	
** Signature of Reporting Person		Date
	
CD&R Associates VII (Co-Investment), Ltd., By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.		1/31/2017	
** 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.		1/31/2017	
** Signature of Reporting Person		Date
	
CD&R Parallel Fund Associates VII, Ltd., By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.		1/31/2017	
** Signature of Reporting Person		Date
	
CDR USF Co-Investor GP Limited, By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.		1/31/2017	
** 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.		1/31/2017	
** Signature of Reporting Person		Date

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).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.