0000902664-17-000158.txt : 20170112 0000902664-17-000158.hdr.sgml : 20170112 20170112170058 ACCESSION NUMBER: 0000902664-17-000158 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170112 DATE AS OF CHANGE: 20170112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HD Supply Holdings, Inc. CENTRAL INDEX KEY: 0001573097 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS [5000] IRS NUMBER: 260486780 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87957 FILM NUMBER: 17525640 BUSINESS ADDRESS: STREET 1: 3100 CUMBERLAND BOULEVARD STREET 2: SUITE 1480 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 770-852-9000 MAIL ADDRESS: STREET 1: 3100 CUMBERLAND BOULEVARD STREET 2: SUITE 1480 CITY: ATLANTA STATE: GA ZIP: 30339 FORMER COMPANY: FORMER CONFORMED NAME: HD Supply Holding, Inc. DATE OF NAME CHANGE: 20130408 FORMER COMPANY: FORMER CONFORMED NAME: HDS Investment Holding, Inc. DATE OF NAME CHANGE: 20130326 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JANA PARTNERS LLC CENTRAL INDEX KEY: 0001159159 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-455-0900 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 p17-0110sc13da.htm HD SUPPLY HOLDINGS, INC.

 

SECURITIES AND EXCHANGE COMMISSION  
   
Washington, D.C. 20549  
_______________  
   
SCHEDULE 13D/A
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)
 

HD Supply Holdings, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

40416M105

(CUSIP Number)
 

Marc Weingarten, Esq.

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue
New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

January 10, 2017

(Date of Event which Requires
Filing of this Schedule)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

(Page 1 of 5 Pages)

--------------------------

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 40416M105

SCHEDULE 13D/A

Page 2 of 5 Pages

 

1

NAME OF REPORTING PERSON

JANA PARTNERS LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

9,862,529 Shares (including options to purchase 2,000,000 Shares)

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

9,862,529 Shares (including options to purchase 2,000,000 Shares)

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

9,862,529 Shares (including options to purchase 2,000,000 Shares)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

4.9%

14

TYPE OF REPORTING PERSON

IA

         

 

 

 

CUSIP No. 40416M105

SCHEDULE 13D/A

Page 3 of 5 Pages

This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on October 27, 2016 (the "Original Schedule 13D", and together with the Original Schedule 13D, the "Schedule 13D") with respect to the shares ("Shares") of common stock, par value $0.01 per share, of HD Supply Holdings, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 shall have the meanings set forth in the Original Schedule 13D. This Amendment No. 1 amends Items 3, 4, 5, 6 and 7. This Amendment No. 1 constitutes an "exit filing" for the Reporting Person.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The Reporting Person used a total of approximately $242 million (including brokerage commissions) in the aggregate to acquire beneficial ownership of the 9,862,529 Shares (including options to purchase 2,000,000 Shares) reported herein as beneficially owned by the Reporting Person. Funds for the purchase of the Shares reported herein as beneficially owned by the Reporting Person were derived from investment funds in accounts managed by the Reporting Person. Such Shares are held by the investment funds managed by the Reporting Person in cash and margin accounts and none of the funds used to purchase the Shares reported herein as beneficially owned by the Reporting Person were provided through borrowings of any nature.

Item 4. PURPOSE OF TRANSACTION.

 

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

The Reporting Person has sold Shares and purchased new call options in the normal course of its portfolio management activities.

 

Item 5. INTEREST IN SECURITIES OF THE COMPANY.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 201,276,090 Shares outstanding, which is the total number of Shares outstanding as of December 2, 2016, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended October 30, 2016, filed with the SEC on December 6, 2016.

As of the close of business on the date hereof, the Reporting Person may be deemed to beneficially own 9,862,529 Shares (including options to purchase 2,000,000 Shares), constituting approximately 4.9% of the Shares outstanding.

(b) The Reporting Person has sole voting and dispositive power over 9,862,529 Shares (including options to purchase 2,000,000 Shares), which power is exercised by the Principal.

(c) Information concerning transactions in the Shares effected by the Reporting Person during the past sixty days is set forth in Exhibit A hereto and is incorporated herein by reference. All of the transactions in Shares listed therein were effected in the open market through various brokerage entities.

 

CUSIP No. 40416M105

SCHEDULE 13D/A

Page 4 of 5 Pages

(d) No person (other than the Reporting Person) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

 

(e) January 10, 2017.

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The Reporting Person beneficially owns 20,000 call options with a strike price of $62.50 for 2,000,000 Shares. The call options expire on January 19, 2018.

Except as otherwise set forth herein, the Reporting Person does not have any contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

 

Exhibit A: Transactions in the Shares During the Last 60 Days

 

 

CUSIP No. 40416M105

SCHEDULE 13D/A

Page 5 of 5 Pages

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 12, 2017

 

 

 

 

  JANA PARTNERS LLC

 

     
  By: /s/ Jennifer Fanjiang
  Name: Jennifer Fanjiang
  Title: General Counsel
   

 

 

 

 

EX-99 2 p17-0110sexhibit_a.htm EXHIBIT A

EXHIBIT A

 

 

Transactions in the Shares During the Last 60 Days

 

The following table sets forth all transactions in the Shares effected in the past sixty days by the Reporting Person. Except as noted below, all such transactions were effected in the open market through brokers and the price per share is net of commissions.

 

 

Trade Date Securities Purchased (Sold) Price Per Share ($)
11/14/2016 (134,500) $37.35
11/14/2016 (115,500) $37.47
11/14/2016 (150,753) $37.49
11/14/2016 (149,247) $37.51
11/15/2016 (146,000) $37.32
11/15/2016 (75,000) $37.78
11/15/2016 (79,000) $37.85
11/16/2016 (114,500) $38.34
11/16/2016 (60,000) $38.36
11/16/2016 (42,050) $38.37
11/17/2016 (33,450) $38.17
11/22/2016 (75,000) $39.07
11/22/2016 (25,000) $39.16
11/22/2016 (100,000) $39.21
11/22/2016 (50,000) $39.38
11/29/2016 (100,000) $38.51
11/30/2016 (50,000) $39.20
1/3/2017 (400,000) $42.35
1/3/2017 (54,340) $42.77
1/4/2017 (100,000) $43.29
1/4/2017 (256,901) $43.30
1/4/2017 (75,200) $43.33
1/4/2017 (215,400) $43.34
1/5/2017 (64,018) $42.82
1/5/2017 (20,000) $42.98
1/5/2017 (14,447) $43.25
1/6/2017 (70,167) $42.35
1/6/2017 (29,694) $42.71
1/6/2017 (326) $42.80
1/9/2017 (157,700) $42.05
1/9/2017 (68,512) $42.11
1/9/2017 (85,900) $42.16
1/10/2017 (4,680,546) $42.05
1/10/2017 (8,913) $42.19
1/10/2017 (297,000) $42.25
1/10/2017 (12,707) $42.66
1/10/2017 (25,700) $42.91