SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McDEVITT DAN S

(Last)

(First)

(Middle)

3400 CUMBERLAND BOULEVARD

(Street)

ATLANTA

30339

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HD Supply Holdings, Inc. [ HDS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Gen. Counsel & Corp. Secretary

3. Date of Earliest Transaction (Month/Day/Year)
12/24/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/24/2020		U⁽⁴⁾		14,411	D	$56	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock	$0	12/24/2020		D			1,803	⁽¹⁾	⁽¹⁾	Common Stock	1,803	$0	0	D
Restricted Stock	$0	12/24/2020		D			20,628	⁽¹⁾	⁽¹⁾	Common Stock	20,628	$0	0	D
Stock Options (Right to Buy)	$27.88	12/24/2020		D			11,663	⁽²⁾	⁽²⁾	Common Stock	11,663	$0	0	D
Stock Options (right to buy)	$36.54	12/24/2020		D			20,787	⁽²⁾	⁽²⁾	Common Stock	20,787	$0	0	D
Stock Options (Right to Buy)	$43.23	12/24/2020		D			27,953	⁽²⁾	⁽²⁾	Common Stock	27,953	$0	0	D
Restricted Stock	$0	12/24/2020		D			720	⁽¹⁾	⁽¹⁾	Common Stock	720	$0	0	D
Restricted Stock	$0	12/24/2020		D			3,354	⁽¹⁾	⁽¹⁾	Common Stock	3,354	$0	0	D
Restricted Stock	$0	12/24/2020		D			12,452	⁽¹⁾	⁽¹⁾	Common Stock	12,452	$0	0	D
Stock Options (Right to buy)	$43	12/24/2020		D			8,522	⁽²⁾	⁽²⁾	Common Stock	8,522	$0	0	D
Stock Options (Right to Buy)	$33.22	12/24/2020		D			47,167	⁽²⁾	⁽²⁾	Common Stock	47,167	$0	0	D
Performance Stock Units	$0	12/24/2020		D			3,724	⁽³⁾	⁽³⁾	Common Stock	3,724	$0	0	D
Performance Stock Units	$0	12/24/2020		D			4,379	⁽³⁾	⁽³⁾	Common Stock	4,379	$0	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger among 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. Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the merger, each outstanding Issuer performance stock unit was cancelled and converted into the right to receive $56.00 in cash less applicable tax withholding.

4. 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.

	Rita L. Fadell, Attorney-in-Fact for Dan S. McDevitt	12/28/2020
	** Signature of Reporting Person	Date
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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McDEVITT DAN S disposed of 14411 shares in 1 transactions