SEC Form 4 · accession 0000902664-18-002344
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
May 17, 2018
Accepted (ET)
May 18, 2018 · 4:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001573097
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF3 | May 17, 2018 | M | 2,273 | $40.72 | A | 9,097,267 | I | See Footnote |
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 | — | May 17, 2018 | A | 3,192 | A | — | — | Common Stock | 3,192 | 100 | I |
| Restricted Stock UnitsF3 | $40.72 | May 17, 2018 | M | 2,273 | D | — | — | Common Stock | 2,273 | 0 | 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 (the "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. Mr. Ostfeld has elected to defer settlement of the vested award to termination of board service. 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.
- F3Settlement of restricted stock units in shares of Issuer common stock on their scheduled vesting date. The units were granted on September 28, 2017 under the Plan pursuant to its Board of Directors Compensation Policy. The restricted stock units were granted to Mr. Ostfeld who previously assigned all rights to the shares of Issuer common stock issuable pursuant to the restricted stocks units to JANA. Settlement of the restricted stock units was 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. JANA disclaims any beneficial ownership of any and all of Issuer's securities reported herein in excess of its actual pecuniary interest.