HD Supply Form 4 HD Supply / PETER A DORSMAN 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^*

DORSMAN PETER A

(Last) (First) (Middle)

3400 CUMBERLAND BOULEVARD

(Street)

ATLANTA GA 30339

(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)
12/24/2020

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

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
Restricted Stock Units	$0	12/24/2020		D			3,290	(1)	(1)	Common Stock	3,290	$0	0	D
Restricted Stock Units	$0	12/24/2020		D			2,976	(1)	(1)	Common Stock	2,976	$0	0	D
Restricted Stock Units	$0	12/24/2020		D			4,420	(1)	(1)	Common Stock	4,420	$0	0	D
Restricted Stock Units	$0	12/24/2020		D			1,955	(1)	(1)	Common Stock	1,955	$0	0	D
Deferred Stock Units	$0	12/24/2020		D			489	(1)	(1)	Common Stock	489	$0	0	D
Restricted Stock Units	$0	12/24/2020		D			3,192	(1)	(1)	Common Stock	3,192	$0	0	D
Deferred Stock Units	$0	12/24/2020		D			593	(1)	(1)	Common Stock	593	$0	0	D
Deferred Stock Units	$0	12/24/2020		D			824	(1)	(1)	Common Stock	824	$0	0	D
Deferred Stock Units	$0	12/24/2020		D			760	(1)	(1)	Common Stock	760	$0	0	D
Deferred Stock Units	$0	12/24/2020		D			698	(1)	(1)	Common Stock	698	$0	0	D
Deferred Stock Units	$0	12/24/2020		D			620	(1)	(1)	Common Stock	620	$0	0	D
Deferred Stock Units	$0	12/24/2020		D			715	(1)	(1)	Common Stock	715	$0	0	D
Deferred Stock Units	$0	12/24/2020		D			687	(1)	(1)	Common Stock	687	$0	0	D
Deferred Stock Units	$0	12/24/2020		D			567	(1)	(1)	Common Stock	567	$0	0	D
Restricted Stock Units	$0	12/24/2020		D			578	(1)	(1)	Common Stock	578	$0	0	D
Deferred Stock Units	$0	12/24/2020		D			747	(1)	(1)	Common Stock	747	$0	0	D
Deferred Stock Units	$0	12/24/2020		D			692	(1)	(1)	Common Stock	692	$0	0	D
Deferred Stock Units	$0	12/24/2020		D			635	(1)	(1)	Common Stock	635	$0	0	D
Deferred Stock Units	$0	12/24/2020		D			625	(1)	(1)	Common Stock	625	$0	0	D
Deferred Stock Units	$0	12/24/2020		D			894	(1)	(1)	Common Stock	894	$0	0	D
Deferred Stock Units	$0	12/24/2020		D			875	(1)	(1)	Common Stock	875	$0	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger dated November 15, 2020 (the "Merger Agreement"), among The Home Depot, Inc. ("Parent"), Coronado Acquisition Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub") and HD Supply Holdings, Inc. (the "Issuer"), on December 24, 2020, Merger Sub completed a cash tender offer for shares of common stock of the Issuer and thereafter merged with and into the Issuer (the "merger"). Immediately prior to the effective time of the merger, each outstanding Issuer restricted stock unit and deferred stock unit, whether vested or unvested, was cancelled and converted into the right to receive $56.00 in cash less applicable tax withholding.

	Rita L. Fadell, Attorney-in-Fact for Peter A. Dorsman	12/28/2020
	** Signature of Reporting Person	Date
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