Sec Form 4 Filing - JANA PARTNERS LLC @ HD Supply Holdings, Inc. - 2020-12-24

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
JANA PARTNERS LLC
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) X __ Other (specify below)
See remarks
(Last) (First) (Middle)
1330 AVENUE OF THE AMERICAS, 32ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/24/2020
(Street)
NEW YORK, NY10019
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, par value $0.01 per share ("Common Stock") 12/24/2020 U( 1 ) 843,295 D $ 56 0 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
Restricted Stock Units $ 0 12/24/2020 D 4,420 ( 2 ) ( 2 ) Common Stock 4,420 $ 0 0 I See footnote ( 2 )
Restricted Stock Units $ 0 12/24/2020 D 3,192 ( 2 ) ( 2 ) Common Stock 3,192 $ 0 0 I See footnote ( 2 )
Restricted Stock Units $ 0 12/24/2020 D 2,976 ( 2 ) ( 2 ) Common Stock 2,976 $ 0 0 I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JANA PARTNERS LLC
1330 AVENUE OF THE AMERICAS, 32ND FLOOR
NEW YORK, NY10019
X See remarks
Signatures
/s/ JANA Partners LLC, by Jennifer Fanjiang, Chief Legal Officer and Chief Compliance Officer 12/28/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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. JANA Partners LLC is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control.
( 2 )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. The units were granted to Scott Ostfeld ("Mr. Ostfeld") as a director of Issuer. Mr. Ostfeld is a Partner of JANA Partners LLC ("JANA") and has assigned all rights to the units to JANA. Pursuant to the assignment, cash settlement of the award pursuant to the Merger Agreement will be made to JANA.

Remarks:
JANA may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. Ostfeld served on the board of directors of the Issuer. JANA disclaims any beneficial ownership of any and all of Issuer's securities reported herein in excess of its actual pecuniary interest.

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