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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * MIDDLETON J KEITH   2. Issuer Name and Ticker or Trading Symbol PERFORMANCE FOOD GROUP CO [PFGC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Controller (Last) (First) (Middle) 12500 WEST CREEK PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 05/23/2008 (Street) RICHMOND, VA 23238 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 05/23/2008   D   13,024.9521 D $ 34.5 (1) 0 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		7. Title and Amount of Underlying Securities (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
Stock Appreciation Right	$ 29.46	05/23/2008		D			4,748	(2)	03/02/2017	Common Stock	4,748	(6)	27,100	D
Stock Option (right to buy)	$ 36.3	05/23/2008		D			2,500	(3)	06/03/2012	Common Stock	2,500	(7)	24,600	D
Stock Option (right to buy)	$ 31.62	05/23/2008		D			8,000	(3)	02/26/2013	Common Stock	8,000	(8)	16,600	D
Stock Option (right to buy)	$ 39	05/23/2008		D			2,000	(3)	11/13/2013	Common Stock	2,000	(7)	14,600	D
Stock Option (right to buy)	$ 34.18	05/23/2008		D			8,000	(3)	03/30/2014	Common Stock	8,000	(6)	6,600	D
Stock Option (right to buy)	$ 28.02	05/23/2008		D			2,100	(4)	04/21/2015	Common Stock	2,100	(6)	4,500	D
Stock Option (right to buy)	$ 31.25	05/23/2008		D			4,500	(5)	04/10/2016	Common Stock	4,500	(6)	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MIDDLETON J KEITH 12500 WEST CREEK PARKWAY RICHMOND, VA 23238			SVP, Controller

Signatures

Jeffery W. Fender, by power of attorney		05/28/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Cancelled pursuant to the Agreement and Plan of Merger, dated as of January 18, 2008 (the "Merger Agreement"), by and among Performance Food Group Company (the "Company"), Vistar Corporation and Panda Acquisition, Inc. and converted into the right to receive $34.50 per share.
(2)	This stock appreciation right provided for vesting on March 2, 2011.
(3)	Each of these stock options were fully vested as of May 23, 2008.
(4)	This stock option provided for vesting on April 21, 2009.
(5)	This stock option provided for vesting on April 10, 2010.
(6)	Replaced with options to purchase shares of an affiliate of Vistar Corporation in connection with the merger of Panda Acquisition, Inc. with and into the Company.
(7)	Cancelled in connection with the merger of Panda Acquisition, Inc. with and into the Company for no consideration.
(8)	Cancelled in connection with the merger of Panda Acquisition, Inc. with and into the Company and converted into the right to receive a cash payment equal to the product of (i) the difference between $34.50 and the exercise price of the option and (ii) the aggregate number of shares issuable upon exercise of such option.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.