Sec Form 4 Filing - DEANGELO JOSEPH J @ HD Supply Holdings, Inc. - 2020-12-24

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 DEANGELO JOSEPH J 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 X __ Officer (give title below) _____ Other (specify below) Chairman, President and CEO (Last) (First) (Middle) 3400 CUMBERLAND BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 12/24/2020 (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 12/24/2020 U( 3 ) 487,692 D $ 56 0 I By Trust

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 $ 0 12/24/2020 D 6,178 ( 1 ) ( 1 ) Common Stock 6,178 $ 0 0 D Restricted Stock $ 0 12/24/2020 D 14,539 ( 1 ) ( 1 ) Common Stock 14,539 $ 0 0 D Restricted Stock $ 0 12/24/2020 D 19,518 ( 1 ) ( 1 ) Common Stock 19,518 $ 0 0 D Stock Options (Right to Buy) $ 27.88 12/24/2020 D 300,424 ( 2 ) ( 2 ) Common Stock 300,424 $ 0 0 D Stock Options (Right to Buy) $ 33.2 12/24/2020 D 228,050 ( 2 ) ( 2 ) Common Stock 228,050 $ 0 0 D Restricted Stock $ 0 12/24/2020 D 60,204 ( 1 ) ( 1 ) Common Stock 60,204 $ 0 0 D Stock Options (Right to buy) $ 43 12/24/2020 D 219,524 ( 2 ) ( 2 ) Common Stock 219,524 $ 0 0 D Stock Options (right to buy) $ 36.54 12/24/2020 D 167,586 ( 2 ) ( 2 ) Common Stock 167,586 $ 0 0 D Stock Options (Right to Buy) $ 43.23 12/24/2020 D 162,689 ( 2 ) ( 2 ) Common Stock 162,689 $ 0 0 D Performance Stock Units $ 0 12/24/2020 D 35,319 ( 4 ) ( 4 ) Common Stock 35,319 $ 0 0 D Performance Stock Units $ 0 12/24/2020 D 21,682 ( 4 ) ( 4 ) Common Stock 21,682 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DEANGELO JOSEPH J 3400 CUMBERLAND BOULEVARD ATLANTA, GA30339 X Chairman, President and CEO Signatures Rita L. Fadell, Attorney-in-Fact for Joseph J. DeAngelo 12/28/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Agreement and Plan of Merger am ong 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 )Represents shares of common stock that were either tendered in the tender offer at a price of $56.00 pershare in cash and less applicable tax withholding, or shares of common stock that, pursuant to the terms ofthe Merger Agreement and immediately prior to the effective time of the merger, were cancelled andconverted into the right to receive $56.00 per share in cash and less applicable tax withholding. The sharesare held by The Denise T. DeAngelo Gift Trust, of which Mr. DeAngelo's spouse serves as trustee. Mr.DeAngelo disclaims any beneficial ownership of shares held by the trust. ( 4 )Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the merger, eachoutstanding Issuer performance stock unit was cancelled and converted into the right to receive $56.00 incash less applicable tax withholding.

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