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Scott Ferguson and Sachem Head File Form 3 Disclosing 3.35M PFGC Shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Scott D. Ferguson and affiliated Sachem Head entities reported an indirect beneficial ownership of 3,350,000 shares of Performance Food Group Co (PFGC) on Form 3. The filing states it is an initial ownership statement and is filed jointly by Mr. Ferguson, Sachem Head Capital Management LP, Uncas GP LLC, and Sachem Head GP LLC, all sharing the same business address. The filing disclaims direct beneficial ownership except to the extent of any pecuniary interest.

Positive

  • Initial disclosure of 3,350,000 shares provides transparency into a sizable holding
  • Joint filing by reporting persons clarifies which entities and individuals are associated with the position
  • Clear role descriptions note Mr. Ferguson's positions (managing partner/member and board director), aiding governance transparency

Negative

  • None.

Insights

TL;DR: A significant disclosed position of 3,350,000 shares is now on record, reported indirectly through Sachem Head-related entities.

The Form 3 documents an initial report of beneficial ownership rather than a transaction or disposition. It shows 3,350,000 shares held in an indirect capacity by Sachem Head-affiliated funds and reported jointly by Scott D. Ferguson and related entities. The filing emphasizes that the entities and Mr. Ferguson disclaim direct ownership except for any pecuniary interest. This is a disclosure of holdings and governance linkage, not an operational or earnings update.

TL;DR: Joint filing signals alignment between an investor and its reporting persons; disclosure clarifies managerial and advisory roles.

The Form 3 clarifies roles: Mr. Ferguson is managing partner of Sachem Head and managing member of the GP entities, and he serves on PFGC's board. The report is filed jointly by the reporting persons and includes a standard disclaimer of beneficial ownership except for pecuniary interest. The filing also references a power of attorney (Exhibit 24) for signature authority. This is a routine initial disclosure under Section 16.

Insider Ferguson Scott D., Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC
Role Director | Insider | Insider | Insider
Type Security Shares Price Value
holding Common Stock, par value $0.01 ("Shares") -- -- --
Holdings After Transaction: Common Stock, par value $0.01 ("Shares") — 3,350,000 shares (Indirect, Please see footnotes)
Footnotes (1)
  1. In addition to Scott D. Ferguson, this Form 3 is being filed jointly by Sachem Head Capital Management LP ("Sachem Head"), Uncas GP LLC ("SH Management"), and Sachem Head GP LLC ("Sachem Head GP," and together with Mr. Ferguson, Sachem Head and SH Management, the "Reporting Persons"), each of whom has the same business address as Sachem Head and may be deemed to have a pecuniary interest in securities beneficially owned by it. Includes securities directly owned by Sachem Head LP ("SH"), Sachem Head Master LP ("SHM") and SH Stony Creek Master Ltd. ("Stony Creek Master" and, together with SH and SHM, the "Sachem Head Funds"). The principal business of Sachem Head is to serve as investment advisor to certain affiliated funds, including the Sachem Head Funds. The principal business of SH Management is to serve as the sole general partner of Sachem Head. The principal business of Sachem Head GP is to serve as the general partner of certain affiliated funds, including SH and SHM. The principal occupation of Scott D. Ferguson is to serve as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP. Each of Sachem Head, as the investment adviser to the Sachem Head Funds, SH Management, as the sole general partner of Sachem Head, and Scott Ferguson, as the managing partner of Sachem Head, may be deemed to beneficially own securities directly owned by the Sachem Head Funds. As the general partner of SH and SHM, Sachem Head GP may be deemed to beneficially own the securities directly owned by SH and SHM. Each of Sachem Head, SH Management, Sachem Head GP and Scott Ferguson disclaims beneficial ownership of the securities reported hereon for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except to the extent of its or his pecuniary interest therein, if any.
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SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Ferguson Scott D.
(Last) (First) (Middle)
250 WEST 55TH STREET, 34TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/23/2025 		3. Issuer Name and Ticker or Trading Symbol
Performance Food Group Co [ PFGC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 ("Shares") 3,350,000 I Please see footnotes(1)(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Ferguson Scott D.
(Last) (First) (Middle)
250 WEST 55TH STREET, 34TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sachem Head Capital Management LP
(Last) (First) (Middle)
250 WEST 55TH STREET, 34TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Uncas GP LLC
(Last) (First) (Middle)
250 WEST 55TH STREET, 34TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Sachem Head GP LLC
(Last) (First) (Middle)
250 WEST 55TH STREET, 34TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
Explanation of Responses:
1. In addition to Scott D. Ferguson, this Form 3 is being filed jointly by Sachem Head Capital Management LP ("Sachem Head"), Uncas GP LLC ("SH Management"), and Sachem Head GP LLC ("Sachem Head GP," and together with Mr. Ferguson, Sachem Head and SH Management, the "Reporting Persons"), each of whom has the same business address as Sachem Head and may be deemed to have a pecuniary interest in securities beneficially owned by it.
2. Includes securities directly owned by Sachem Head LP ("SH"), Sachem Head Master LP ("SHM") and SH Stony Creek Master Ltd. ("Stony Creek Master" and, together with SH and SHM, the "Sachem Head Funds"). The principal business of Sachem Head is to serve as investment advisor to certain affiliated funds, including the Sachem Head Funds. The principal business of SH Management is to serve as the sole general partner of Sachem Head. The principal business of Sachem Head GP is to serve as the general partner of certain affiliated funds, including SH and SHM. The principal occupation of Scott D. Ferguson is to serve as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP.
3. Each of Sachem Head, as the investment adviser to the Sachem Head Funds, SH Management, as the sole general partner of Sachem Head, and Scott Ferguson, as the managing partner of Sachem Head, may be deemed to beneficially own securities directly owned by the Sachem Head Funds. As the general partner of SH and SHM, Sachem Head GP may be deemed to beneficially own the securities directly owned by SH and SHM. Each of Sachem Head, SH Management, Sachem Head GP and Scott Ferguson disclaims beneficial ownership of the securities reported hereon for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except to the extent of its or his pecuniary interest therein, if any.
Remarks:
Mr. Ferguson is the managing partner of Sachem Head and the managing member of each of SH Management and Sachem Head GP and also serves on the board of directors of the Issuer. As a result, the Reporting Persons other than Mr. Ferguson may be deemed directors of the Issuer by deputization. Exhibit 24 - Power of Attorney.
/s/ Michael D. Adamski, as Attorney-in-Fact 10/01/2025
/s/ Michael D. Adamski, as General Counsel 10/01/2025
/s/ Michael D. Adamski, as General Counsel 10/01/2025
/s/ Michael D. Adamski, as General Counsel 10/01/2025
** 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 5 (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 Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did the Form 3 filed for PFGC disclose?

The Form 3 discloses an indirect beneficial ownership of 3,350,000 shares of Performance Food Group Co (PFGC) reported jointly by Scott D. Ferguson and affiliated Sachem Head entities.

Who filed the Form 3 for PFGC and where are they located?

The filing was made jointly by Scott D. Ferguson, Sachem Head Capital Management LP, Uncas GP LLC, and Sachem Head GP LLC; all list the business address as 250 West 55th Street, New York, NY 10019.

Does the Form 3 state direct ownership of the reported shares?

No. The filing states the shares are reported as indirect beneficial ownership and includes a disclaimer that the reporting persons disclaim direct beneficial ownership except for any pecuniary interest.

What roles does Scott D. Ferguson hold according to the filing?

The filing states Scott D. Ferguson is the managing partner of Sachem Head, managing member of SH Management and Sachem Head GP, and serves on PFGC's board of directors.

Is there an exhibit or authorization referenced in the filing?

Yes. The filing references Exhibit 24 - Power of Attorney for signature authority.