Sec Form 4 Filing - CHAIBI ANESA @ HD Supply Holdings, Inc. - 2015-03-06

Insider filing report for Changes in Beneficial Ownership
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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
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
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1. Name and Address of Reporting Person
CHAIBI ANESA
2. Issuer Name and Ticker or Trading Symbol
HD Supply Holdings, Inc. [ HDS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Pres&CEO, HD Supply Fac Maint
(Last) (First) (Middle)
3100 CUMBERLAND BLVD, SUITE 1700
3. Date of Earliest Transaction (MM/DD/YY)
03/06/2015
(Street)
ATLANTA, GA30339
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/06/2015 M( 1 ) 11,398 A $ 29.02 21,398 D
Common Stock 03/10/2015 S( 3 ) 3,914 ( 4 ) D $ 28.9825 17,484 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Restricted Stock $ 29.02 03/06/2015 M 11,398 ( 1 ) ( 1 ) Common Stock 11,398 $ 0 34,196 D
Restricted Stock $ 0 03/10/2015 A 49,909 ( 2 ) ( 2 ) Common Stock 49,909 $ 0 49,909 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CHAIBI ANESA
3100 CUMBERLAND BLVD, SUITE 1700
ATLANTA, GA30339
Pres&CEO, HD Supply Fac Maint
Signatures
James F. Brumsey, Attorney-in-Fact for Anesa T. Chaibi 03/10/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Conversion on vesting and lapse of restrictions on restricted shares granted on March 6, 2014 under the 2013 Omnibus Incentive Plan.
( 2 )Restricted shares granted under the 2013 Omnibus Incentive Plan that vest in four equal annual installments beginning on the first anniversary of the March 10, 2015 grant date, subject to continued employment through the vesting date. Upon retirement at or after age 62 with five years of continuous service, the restricted shares continue to vest as scheduled, subject to the reporting person's agreement not to engage in solicitation or competitive activity with the Company.
( 3 )Shares sold in the open market to satisfy mandatory tax withholding upon vesting and lapse of restrictions on restricted shares.
( 4 )This transaction was executed in multiple trades at prices ranging from $28.9800 to $28.9950 The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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