Page 3 of 6 – SEC Filing
| Item 1. | SECURITY AND ISSUER |
This statement on Schedule 13D relates
to the shares (“Shares“) of common stock, par value $0.01 per share, of HD Supply Holdings, Inc., a Delaware corporation
(the “Issuer“). The principal executive office of the Issuer is located at 3100 Cumberland Boulevard, Suite 1480,
Atlanta, Georgia 30339.
| Item 2. | IDENTITY AND BACKGROUND. |
(a) This statement is filed by JANA Partners
LLC, a Delaware limited liability company (the “Reporting Person“). The Reporting Person is a private money management
firm which holds Shares of the Issuer in various accounts under its management and control. The principal owner of the Reporting
Person is Barry Rosenstein (“Mr. Rosenstein” or the “Principal“).
(b) The principal business address of
the Reporting Person and the Principal is 767 Fifth Avenue, 8th Floor, New York, New York 10153.
(c) The principal business of the Reporting
Person and the Principal is investing for accounts under their management.
(d) Neither the Reporting Person nor
the Principal has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither the Reporting Person nor
the Principal has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) The Reporting Person is a limited
liability company organized in Delaware. The Principal is a citizen of the United States of America.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
The 16,250,000 Shares (including options to
purchase 2,063,800 Shares) reported herein by the Reporting Person were acquired at an aggregate purchase price of approximately
$449 million. Such Shares were acquired with investment funds in accounts managed by the Reporting Person and margin borrowings
described in the following sentence. Such Shares are held by the investment funds managed by the Reporting Person in commingled
margin accounts, which may extend margin credit to the Reporting Person from time to time, subject to applicable federal margin
regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged
as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon
the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible
to determine the amounts, if any, of margin used to purchase the Shares reported herein.
