HD Supply Form 4 HD Supply / PAUL B EDGERLEY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

EDGERLEY PAUL B

(Last) (First) (Middle)

C/O BAIN CAPITAL INVESTORS, LLC

JOHN HANCOCK TOWER, 200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HD Supply Holdings, Inc. [ HDS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2015

4. If Amendment, Date of 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

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	08/14/2015		M(2)		6,713	A	$0.00	6,713	D
COMMON STOCK	08/14/2015		M(3)		8,427	A	$0.00	15,140	D

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 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: 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
DEFERRED STOCK UNITS	(1)	08/14/2015		A		700		(1)	(1)	Common Stock	700	$0.00	700	D
DEFERRED STOCK UNITS	(2)	08/14/2015		M		6,713		(2)	(2)	Common Stock	6,713	$0.00	6,713	D
RESTRICTED STOCK UNITS	(3)	08/14/2015		M		8,427		(3)	(3)	Common Stock	8,427	$0.00	8,427	D
RESTRICTED STOCK UNITS	(4)	08/14/2015		J		3,686		(4)	(4)	Common Stock	3,686	$0.00	0	D

Explanation of Responses:

1. Represents a grant of deferred stock units under the 2013 Omnibus Incentive Plan pursuant to Mr. Edgerley's election to convert quarterly cash fees for board service to deferred stock units. The deferred stock units are fully vested and were settled upon termination of Mr. Edgerley's board service on August 14, 2015.

2. Represents shares acquired in settlement of deferred stock units on termination of board service. The units were granted to Mr. Edgerley on August 27 and November 8, 2013 and February 21, May 16, August 15 and November 25, 2014, and March 11, May 15, and August 14, 2015 under the 2013 Omnibus Incentive Plan pursuant to his election to convert quarterly cash fees for board service to deferred stock units.

3. Represents shares acquired in settlement of vested restricted stock units on termination of board service. The units were granted to Mr. Edgerley under the 2013 Omnibus Incentive Plan on July 2, 2013 and May 15, 2014.

4. Represents a forfeiture of unvested restricted stock units on termination of board service. The units were granted to Mr. Edgerley under the 2013 Omnibus Incentive Plan on May 14, 2015.

Remarks:

	/s/ PAUL B. EDGERLEY	08/18/2015
	** 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).
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