Statement of Changes in Beneficial Ownership (4)
28 Dicembre 2020 - 11:29PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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Wolfe Lauren Taylor |
2. Issuer Name and Ticker or Trading Symbol
HD Supply Holdings, Inc.
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HDS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
3400 CUMBERLAND BOULEVARD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/24/2020 |
(Street)
ATLANTA, GA 30339
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/24/2020 | | U(3) | | 1181702 | D | $56 | 0 | I | See Footnote (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | $0 | 12/24/2020 | | D | | | 578 | (1) | (1) | Common Stock | 578 | $0 | 0 | D (2) | |
Restricted Stock Units | $0 | 12/24/2020 | | D | | | 3290 | (1) | (1) | Common Stock | 3290 | $0 | 0 | D (2) | |
Restricted Stock Units | $0 | 12/24/2020 | | D | | | 2976 | (1) | (1) | Common Stock | 2976 | $0 | 0 | D (2) | |
Deferred Stock Units | $0 | 12/24/2020 | | D | | | 608 | (1) | (1) | Common Stock | 608 | $0 | 0 | D (2) | |
Deferred Stock Units | $0 | 12/24/2020 | | D | | | 758 | (1) | (1) | Common Stock | 758 | $0 | 0 | D (2) | |
Deferred Stock Units | $0 | 12/24/2020 | | D | | | 133 | (1) | (1) | Common Stock | 133 | $0 | 0 | D (2) | |
Deferred Stock Units | $0 | 12/24/2020 | | D | | | 621 | (1) | (1) | Common Stock | 621 | $0 | 0 | D (2) | |
Deferred Stock Units | $0 | 12/24/2020 | | D | | | 489 | (1) | (1) | Common Stock | 489 | $0 | 0 | D (2) | |
Deferred Stock Units | $0 | 12/24/2020 | | D | | | 845 | (1) | (1) | Common Stock | 845 | $0 | 0 | D (2) | |
Deferred Stock Units | $0 | 12/24/2020 | | D | | | 731 | (1) | (1) | Common Stock | 731 | $0 | 0 | D (2) | |
Deferred Stock Units | $0 | 12/24/2020 | | D | | | 677 | (1) | (1) | Common Stock | 677 | $0 | 0 | D (2) | |
Deferred Stock Units | $0 | 12/24/2020 | | D | | | 714 | (1) | (1) | Common Stock | 714 | $0 | 0 | D (2) | |
Deferred Stock Units | $0 | 12/24/2020 | | D | | | 116 | (1) | (1) | Common Stock | 116 | $0 | 0 | D (2) | |
Deferred Stock Units | $0 | 12/24/2020 | | D | | | 115 | (1) | (1) | Common Stock | 115 | $0 | 0 | D (2) | |
Restricted Stock Units | $0 | 12/24/2020 | | D | | | 3192 | (1) | (1) | Common Stock | 3192 | $0 | 0 | D (2) | |
Restricted Stock Units | $0 | 12/24/2020 | | D | | | 4420 | (1) | (1) | Common Stock | 4420 | $0 | 0 | I (2) | See Footnote (2) |
Deferred Stock Units | $0 | 12/24/2020 | | D | | | 127 | (1) | (1) | Common Stock | 127 | $0 | 0 | I (2) | See Footnote (2) |
Explanation of Responses: |
(1) | Pursuant to the terms of the Agreement and Plan of Merger dated November 15, 2020 (the "Merger Agreement"), among The Home Depot, Inc. ("Parent"), Coronado
Acquisition Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub") and HD Supply Holdings, Inc. (the "Issuer"), on December 24, 2020, Merger Sub completed a cash
tender offer for shares of common stock of the Issuer and thereafter merged with and into the Issuer (the "merger"). Immediately prior to the effective time of the merger, each
outstanding Issuer restricted stock unit and deferred stock unit, whether vested or unvested, was cancelled and converted into the right to receive $56.00 in cash less
applicable tax withholding. |
(2) | Ms. Wolfe has assigned her board compensation awarded after November 15, 2019 to Impactive Capital, LP. Pursuant to the assignment, cash settlement for 4,420 restricted stock units and 127 deferred stock units will be paid to Impactive Capital and cash settlement for the remaining 15,843 units will be paid to Ms. Wolfe. |
(3) | 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. The shares of common stock are held of record by funds managed by Impactive Capital, L.P. Ms. Wolfe is the managing partner of Impactive Capital, L.P. and as such may be deemed the beneficial owner of the shares. Ms. Wolfe disclaims beneficial ownership of the securities except to the extent of her pecuniary interest. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Wolfe Lauren Taylor 3400 CUMBERLAND BOULEVARD ATLANTA, GA 30339 | X |
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Signatures
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Rita L. Fadell, Attorney-in-Fact for Lauren Taylor Wofle | | 12/28/2020 |
**Signature of Reporting Person | Date |
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