SEC Form 4 · accession 0000902664-17-003847
HD Supply Holdings, Inc. · HDS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
JANA PARTNERS LLC
Director
Period of report
Sep 28, 2017
Accepted (ET)
Sep 29, 2017 · 4:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001573097
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F1 | — | Sep 28, 2017 | A | 2,273 | A | — | — | Common Stock | 2,273 | 2,273 | I |
Explanation of responses
- F1Each unit represents a contingent right to receive one share of Issuer common stock.
- F2Grant of restricted stock units under the HD Supply, Inc. Omnibus Incentive Plan to Scott Ostfeld ("Mr. Ostfeld") as a director of the Issuer. The restricted stock units vest on the earliest of (1) the one year anniversary of the grant date, (2) the next annual stockholders meeting, or (3) a change in control, and will be settled upon vesting unless the reporting person elects to defer settlement to a later date. A pro rata portion of the award vests upon termination of service due to death, disability or age 75 retirement. Mr. Ostfeld is a Partner of JANA Partners LLC ("JANA") and has assigned all rights to any shares issuable pursuant to the grant to JANA. Pursuant to the assignment, settlement of the award on vesting 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 currently serves on the board of directors of the Issuer.