SEC Form 4 · accession 0000902664-18-003445
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 13, 2018
Accepted (ET)
Sep 17, 2018 · 9:24 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 share ("Common Stock")F1,F2 | Sep 13, 2018 | S | 638,788 | $43.34 | D | 6,243,121 | I | See footnote |
| Common StockF3,F2 | Sep 14, 2018 | S | 222,711 | $43.52 | D | 6,020,410 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.33 to $43.38, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
- F2JANA Partners LLC ("JANA") is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control. Barry Rosenstein is the Managing Partner of JANA. JANA and Barry Rosenstein disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.30 to $43.66, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
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.