Sec Form 4 Filing - CVC European Equity V Ltd @ BJ's Wholesale Club Holdings, Inc. - 2019-03-12

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 CVC European Equity V Ltd 2. Issuer Name and Ticker or Trading Symbol BJ's Wholesale Club Holdings, Inc. [ BJ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 27 ESPLANADE, 3. Date of Earliest Transaction (MM/DD/YY) 03/12/2019 (Street) ST. HELIER, CHANNEL ISLANDS, Y9JE1 1SG 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 03/12/2019 S 9,775,000 D $ 24.58 18,727,024 I See footnote ( 1 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CVC European Equity V Ltd 27 ESPLANADE ST. HELIER, CHANNEL ISLANDS, Y9JE1 1SG X CVC Beacon GP LLC C/O CVC ADVISORS (U.S.), INC. 712 FIFTH AVENUE, 43RD FLOOR, NEW YORK, NY10019 X CVC Beacon LP C/O CVC ADVISORS (U.S.), INC. 712 FIFTH AVENUE, 43RD FLOOR, NEW YORK, NY10019 X Signatures CVC European Equity V Limited, By: /s/ Carl John Hansen, Name: Carl John Hansen, Title: Director 03/14/2019 Signature of Reporting Person Date CVC Beacon GP LLC, By: CVC European Equity V Limited, its managing member, By: /s/ Carl John Hansen, Name: Carl John Hansen, Title: Director 03/14/2019 Signature of Reporting Person Date CVC Beacon LP, By: CVC Beacon GP LLC , its general partner, By: CVC European Equity V Limited, its managing member, By: /s/ Carl John Hansen, Name: Carl John Hansen, Title: Director 03/14/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares reported herein are held of record by CVC Beacon LP. CVC Beacon GP LLC is the general partner of CVC Beacon LP. CVC European Equity V Limited is the managing member of CVC Beacon GP LLC. Investment and voting power with regard to shares held of record by CVC Beacon LP rests with the Board of Directors of CVC European Equity V Limited, which consists of James Culshaw, Carl Hansen and Fred Watt. As such, each of these entities and individuals may be deemed to share beneficial ownership of the shares held of record by CVC Beacon LP. Each of Messrs, Culshaw, Hansen and Watt disclaim beneficial ownership of the securities held of record by CVC Beacon LP.

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).

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