SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Clayton Dubilier & Rice Fund VII L P (Last) (First) (Middle) C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE (Street) GRAND CAYMAN E9 KY1-1104 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HD Supply Holdings, Inc. [ HDS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/07/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/07/2014		S		8,699,866	D	$25.09	27,762,009	I	See notes(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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

1. Name and Address of Reporting Person* Clayton Dubilier & Rice Fund VII L P (Last) (First) (Middle) C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE (Street) GRAND CAYMAN E9 KY1-1104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CD&R Associates VII, Ltd. (Last) (First) (Middle) C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE (Street) GRAND CAYMAN E9 KY1-1104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CD&R Associates VII, L.P. (Last) (First) (Middle) C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE (Street) GRAND CAYMAN E9 KY1-1104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CD&R Investment Associates VII, Ltd. (Last) (First) (Middle) C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE (Street) GRAND CAYMAN E9 KY1-1104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CD&R Parallel Fund VII LP (Last) (First) (Middle) C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE (Street) GRAND CAYMAN E9 KY1-1104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CD&R Parallel Fund Associates VII, Ltd. (Last) (First) (Middle) C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE (Street) GRAND CAYMAN E9 KY1-1104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CLAYTON DUBILIER & RICE FUND VII CO-INVESTMENT L P (Last) (First) (Middle) C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE (Street) GRAND CAYMAN E9 KY1-1104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CD&R ASSOCIATES VII (CO-INVESTMENT), LTD (Last) (First) (Middle) C/O MAPLES CORPORATE SERVICES LIMITED P.O. BOX 309, UGLAND HOUSE (Street) GRAND CAYMAN E9 KY1-1104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents shares held as follows: (i) 22,841,948 shares of common stock held by Clayton, Dubilier & Rice Fund VII, L.P., whose general partner is CD&R Associates VII, Ltd., whose sole stockholder is CD&R Associates VII, L.P., whose general partner is CD&R Investment Associates VII, Ltd.; (ii) 162,638 shares of common stock held by CD&R Parallel Fund VII, L.P., whose general partner is CD&R Parallel Fund Associates VII, Ltd.; and (iii) 4,757,423 shares of common stock held by Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., whose general partner is CD&R Associates VII (Co-Investment), Ltd., whose sole stockholder is CD&R Associates VII, L.P., whose general partner is CD&R Investment Associates VII, Ltd.

2. Each of CD&R Associates VII, Ltd., CD&R Associates VII, L.P. and CD&R Investment Associates VII, Ltd. expressly disclaims beneficial ownership of the shares held by Clayton, Dubilier & Rice Fund VII, L.P., as well as of the shares held by each of Clayton, Dubilier & Rice Fund VII (Co-Investment) L.P. and CD&R Parallel Fund VII, L.P. in each case, except to the extent of its pecuniary interest therein. CD&R Parallel Fund Associates VII, Ltd. expressly disclaims beneficial ownership of the shares held by each of CD&R Parallel Fund VII, L.P., Clayton, Dubilier & Rice Fund VII, L.P. and Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P. except to the extent of its pecuniary interest therein.

	Clayton, Dubilier & Rice Fund VII, L.P., By: CD&R Associates VII, Ltd., its general partner By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.	05/09/2014
	CD&R Associates VII, Ltd., By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.	05/09/2014
	CD&R Associates VII, L.P., By: CD&R Investment Associates VII, Ltd., its general partner By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.	05/09/2014
	CD&R Investment Associates VII, Ltd., By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.	05/09/2014
	CD&R Parallel Fund VII, L.P., By: CD&R Parallel Fund Associates VII, Ltd., its general partner, By: /s/ Theresa A. Gore, Vice President, Treasurer and Assistant Secretary	05/09/2014
	CD&R Parallel Fund Associates VII, Ltd., By: /s/ Theresa A. Gore, Vice President, Treasurer and Assistant Secretary	05/09/2014
	Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., By: CD&R Associates VII (Co-Investment), Ltd., its general partner, By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.	05/09/2014
	CD&R Associates VII (Co-Investment), Ltd., By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.	05/09/2014
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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