Sec Form 4 Filing - Bernasek Brian A @ HD Supply Holdings, Inc. - 2014-09-05

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Bernasek Brian A 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) (Last) (First) (Middle) 3100 CUMBERLAND BLVD, SUITE 1480 3. Date of Earliest Transaction (MM/DD/YY) 09/05/2014 (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 09/05/2014 M( 1 ) 3,408 A $ 27.62 3,408 D Common Stock 09/05/2014 M( 2 ) 4,559 A $ 27.62 7,967 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 Deferred Stock Units ( 3 ) 09/05/2014 A 152 ( 3 ) ( 3 ) Common Stock 152 $ 0 3,408 D Restricted Stock Units ( 2 ) 09/05/2014 M 4,559 ( 2 ) ( 2 ) Common Stock 4,559 $ 0 0 D Restricted Stock Units ( 4 ) 09/05/2014 J 3,868 ( 4 ) ( 4 ) Common Stock 3,868 $ 0 0 D Deferred Stock Units ( 1 ) 09/05/2014 M 3,408 ( 1 ) ( 1 ) Common Stock 3,408 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bernasek Brian A 3100 CUMBERLAND BLVD, SUITE 1480 ATLANTA, GA30339 X Signatures James F. Brumsey, Attorney-in-Fact for Brian A. Bernasek 09/09/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares acquired in settlement of vested deferred stock units on termination of board service. The units were granted to Mr. Bernasek on August 27 and November 8, 2013 and February 21, May 16, August 15 and September 5, 2014 under the Companys 2013 Omnibus Incentive Plan pursuant to his election to convert quarterly cash fees for board service to deferred stock units. ( 2 )Represents shares acquired in settlement of vested restricted stock units on termination of board service. The units were granted to Mr. Bernasek under the Companys 2013 Omibus Incentive Plan on July 2, 2013 and vested on May 15, 2014. ( 3 )Represents a grant of deferred stock units under the Companys 2013 Omnibus Incentive Plan pursuant to Mr. Bernaseks election to convert quarterly cash fees for board service to deferred stock units. Each deferred stock unit represents the right to receive one share of the Companys common stock, par value $0.01 per share. The deferred stock units are fully vested and were settled upon termination of Mr. Bernaseks board service on September 5, 2014. ( 4 )Represents the forfeiture of unvested restricted stock units on termination of board service. The units were granted to Mr. Bernasek under the Companys 2013 Omnibus Incentive Plan on May 15, 2014.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.