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Sec Form 4 Filing - Wolfe Lauren Taylor @ HD Supply Holdings Inc. - 2020-12-24

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Wolfe Lauren Taylor
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)
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 ) 1,181,702 D $ 56 0 I See Footnote (3)
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 578 ( 1 ) ( 1 ) Common Stock 578 $ 0 0 D ( 2 )
Restricted Stock Units $ 0 12/24/2020 D 3,290 ( 1 ) ( 1 ) Common Stock 3,290 $ 0 0 D ( 2 )
Restricted Stock Units $ 0 12/24/2020 D 2,976 ( 1 ) ( 1 ) Common Stock 2,976 $ 0 0 D ( 2 )
Deferred Stock Units $ 0 12/24/2020 D 608 ( 1 ) ( 1 ) Common Stock 608 $ 0 0 D ( 2 )
Deferred Stock Units $ 0 12/24/2020 D 758 ( 1 ) ( 1 ) Common Stock 758 $ 0 0 D ( 2 )
Deferred Stock Units $ 0 12/24/2020 D 133 ( 1 ) ( 1 ) Common Stock 133 $ 0 0 D ( 2 )
Deferred Stock Units $ 0 12/24/2020 D 621 ( 1 ) ( 1 ) Common Stock 621 $ 0 0 D ( 2 )
Deferred Stock Units $ 0 12/24/2020 D 489 ( 1 ) ( 1 ) Common Stock 489 $ 0 0 D ( 2 )
Deferred Stock Units $ 0 12/24/2020 D 845 ( 1 ) ( 1 ) Common Stock 845 $ 0 0 D ( 2 )
Deferred Stock Units $ 0 12/24/2020 D 731 ( 1 ) ( 1 ) Common Stock 731 $ 0 0 D ( 2 )
Deferred Stock Units $ 0 12/24/2020 D 677 ( 1 ) ( 1 ) Common Stock 677 $ 0 0 D ( 2 )
Deferred Stock Units $ 0 12/24/2020 D 714 ( 1 ) ( 1 ) Common Stock 714 $ 0 0 D ( 2 )
Deferred Stock Units $ 0 12/24/2020 D 116 ( 1 ) ( 1 ) Common Stock 116 $ 0 0 D ( 2 )
Deferred Stock Units $ 0 12/24/2020 D 115 ( 1 ) ( 1 ) Common Stock 115 $ 0 0 D ( 2 )
Restricted Stock Units $ 0 12/24/2020 D 3,192 ( 1 ) ( 1 ) Common Stock 3,192 $ 0 0 D ( 2 )
Restricted Stock Units $ 0 12/24/2020 D 4,420 ( 1 ) ( 1 ) Common Stock 4,420 $ 0 0 I ( 2 ) See Footnote (2)
Deferred Stock Units $ 0 12/24/2020 D 127 ( 1 ) ( 1 ) Common Stock 127 $ 0 0 I ( 2 ) See Footnote (2)
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wolfe Lauren Taylor
3400 CUMBERLAND BOULEVARD
ATLANTA, GA30339
X
Signatures
Rita L. Fadell, Attorney-in-Fact for Lauren Taylor Wofle 12/28/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the terms of the Agreement and Plan of Merger dated November 15, 2020 (the "Merger Agreement"), among The Home Depot, Inc. ("Parent"), CoronadoAcquisition 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 cashtender 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, eachoutstanding 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 lessapplicable tax withholding.
( 2 )Ms. Wolfe has assigned her board compensation awarded after November 15, 2019 to Impactive Capital, LP. Pursuant to the assignment, cash settlement for 4,420 restricted stock units and 127 deferred stock units will be paid to Impactive Capital and cash settlement for the remaining 15,843 units will be paid to Ms. Wolfe.
( 3 )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. The shares of common stock are held of record by funds managed by Impactive Capital, L.P. Ms. Wolfe is the managing partner of Impactive Capital, L.P. and as such may be deemed the beneficial owner of the shares. Ms. Wolfe disclaims beneficial ownership of the securities except to the extent of her pecuniary interest.

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.
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