Statement of Changes in Beneficial Ownership (4)
29 December 2020 - 8:50AM
Edgar (US Regulatory)
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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OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
*
STEVENS ANNA |
2. Issuer Name and Ticker or Trading Symbol
HD Supply Holdings, Inc.
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HDS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief People Officer |
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(Last)
(First)
(Middle)
3400 CUMBERLAND BLVD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/24/2020 |
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(Street)
ATLANTA, GA 30339
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/24/2020 | | U(4) | | 7804 | D | $56 | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Restricted Stock | $0 | 12/24/2020 | | D | | | 1308 | (1) | (1) | Common Stock | 1308 | $0 | 0 | D | |
| Restricted Stock | $0 | 12/24/2020 | | D | | | 3341 | (1) | (1) | Common Stock | 3341 | $0 | 0 | D | |
| Restricted Stock | $0 | 12/24/2020 | | D | | | 3247 | (1) | (1) | Common Stock | 3247 | $0 | 0 | D | |
| Restricted Stock | $0 | 12/24/2020 | | D | | | 11887 | (1) | (1) | Common Stock | 11887 | $0 | 0 | D | |
| Restricted Stock | $0 | 12/24/2020 | | D | | | 18936 | (1) | (1) | Common Stock | 18936 | $0 | 0 | D | |
| Stock Options (Right to Buy) | $33.22 | 12/24/2020 | | D | | | 45029 | (2) | (2) | Common Stock | 45029 | $0 | 0 | D | |
| Performance Stock Units | $0 | 12/24/2020 | | D | | | 3606 | (3) | (3) | Common Stock | 3606 | $0 | 0 | D | |
| Stock Options (right to buy) | $27.88 | 12/24/2020 | | D | | | 6092 | (2) | (2) | Common Stock | 6092 | $0 | 0 | D | |
| Stock Options (right to buy) | $43 | 12/24/2020 | | D | | | 15495 | (2) | (2) | Common Stock | 15495 | $0 | 0 | D | |
| Stock Options (right to buy) | $36.54 | 12/24/2020 | | D | | | 19252 | (2) | (2) | Common Stock | 19252 | $0 | 0 | D | |
| Stock Options (right to buy) | $43.23 | 12/24/2020 | | D | | | 27066 | (2) | (2) | Common Stock | 27066 | $0 | 0 | D | |
| Explanation of Responses: |
| (1) | Pursuant to the terms of the Agreement and Plan of Merger among The Home Depot, Inc., Coronado Acquisition Sub Inc., and HD Supply Holdings, Inc. (the "Issuer") dated
November 15, 2020 (the "Merger Agreement"), immediately prior to the effective time of the Merger, each outstanding share of Issuer restricted stock was cancelled and
converted into the right to receive $56.00 in cash less applicable tax withholding. |
| (2) | Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the merger, each outstanding Issuer stock option, whether vested or unvested, was
cancelled and converted into the right to receive $56.00 in cash less the exercise price and applicable tax withholding. |
| (3) | Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the merger, each outstanding Issuer performance stock unit was cancelled and
converted into the right to receive $56.00 in cash less applicable tax withholding. |
| (4) | Represents shares of common stock that were either tendered in the tender offer at a price of $56.00 per share in cash and less applicable tax withholding, or shares of
common stock that, pursuant to the terms of the Merger Agreement and immediately prior to the effective time of the merger, were cancelled and converted into the right to
receive $56.00 per share in cash and less applicable tax withholding. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
STEVENS ANNA
3400 CUMBERLAND BLVD
ATLANTA, GA 30339 |
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| Chief People Officer |
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Signatures
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| Rita L. Fadell, Attorney-in-Fact for Anna Stevens | | 12/28/2020 |
| **Signature of Reporting Person | Date |
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