SEC Form 4 · accession 0001246360-18-001085

HD Supply Holdings, Inc. · HDS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Joseph J Deangelo

Officer — Chairman, President and CEO · Director

Period of report

Mar 8, 2018

Accepted (ET)

Mar 12, 2018 · 5:49 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
Common Stock	Mar 9, 2018	M	9,527	$37.61	A	367,925	D
Common Stock	Mar 9, 2018	F	4,321	$37.61	D	363,604	D
Common Stock	Mar 10, 2018	M	34,794	$37.61	A	398,398	D
Common Stock^F8	Mar 10, 2018	F	15,780	$37.61	D	382,618	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock^F1	$0.00	Mar 8, 2018	A	29,077	A	—	—	Common Stock	29,077	29,077	D
Stock Options (right to buy)^F2	$36.54	Mar 8, 2018	A	167,586	A	—	—	Common Stock	167,586	167,586	D
Performance Stock Units^F3,F4	—	Mar 8, 2018	A	29,077	A	—	—	Common Stock	29,077	29,077	D
Restricted Stock^F5	$37.61	Mar 9, 2018	M	9,527	D	—	—	Common Stock	9,527	19,055	D
Restricted Stock^F7	$37.61	Mar 10, 2018	M	34,794	D	—	—	Common Stock	34,794	34,795	D

Explanation of responses

F1Restricted shares granted under the HD Supply Holdings, Inc. Omnibus Incentive Plan that vest in four equal annual installments beginning on the first anniversary of the March 8, 2018 grant date, subject to continued employment through the vesting date. Upon retirement at or after age 62 with five years of continuous service, the restricted shares continue to vest as scheduled, subject to the agreement of the reporting person not to engage in solicitation or competitive activity with the Company.
F2Nonqualified stock options granted under the HD Supply Holdings, Inc. Omnibus Incentive Plan that vest in four equal annual installments beginning on the first anniversary of the March 8, 2018 grant date, subject to continued employment through the vesting date. Upon retirement at or after age 62 with five years of continuous service, the stock options continue to vest as scheduled, subject to the agreement of the reporting person not to engage in solicitation or competitive activity with the Company.
F3Each unit represents a contingent right to receive one share of Company common stock.
F4The number of shares acquired upon vesting of the performance-based stock units is contingent upon the achievement of pre-established performance metrics, approved by the Compensation Committee, over a three-year performance period (fiscal 2018-2020) and continued employment through the end of the performance period. The number of shares reflected is at the target award amount. No stock units will vest below a minimum level of performance. At or above the minimum level of performance, the actual number of vested shares may range from 0% to 200% of the target award amount. In the event of termination before the end of the performance period due to death, disability or retirement at or after age 62 with at least five years of service, a proportionate number of shares will vest based on the number of days employed to total days during the performance period.
F5Conversion on vesting and lapse of restrictions on restricted shares granted on March 9, 2016 under the 2013 Omnibus Incentive Plan. The award vests in four equal annual installments from the grant date.
F6Shares withheld by Issuer pursuant to a non-discretionary share withholding procedure to satisfy tax withholding requirements on vesting of restricted shares.
F7Conversion on vesting and lapse of restrictions on restricted shares granted on March 10, 2015 under the 2013 Omnibus Incentive Plan. The award vests in four equal annual installments from the grant date.
F8140,000 of the shares attributed to Mr. DeAngelo in Table 1, Box 5, are held by a trust with respect to which his spouse serves as trustee. Mr. DeAngelo disclaims any beneficial ownership of shares held by the trust.