0000899243-22-011821.txt : 20220322
0000899243-22-011821.hdr.sgml : 20220322
20220322175309
ACCESSION NUMBER: 0000899243-22-011821
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220316
FILED AS OF DATE: 20220322
DATE AS OF CHANGE: 20220322
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hilal Paul C
CENTRAL INDEX KEY: 0001413084
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25464
FILM NUMBER: 22760970
MAIL ADDRESS:
STREET 1: MANTLE RIDGE, L.P.
STREET 2: 712 FIFTH AVENUE, SUITE 17F
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MR Cobalt Advisor LLC
CENTRAL INDEX KEY: 0001893902
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25464
FILM NUMBER: 22760971
BUSINESS ADDRESS:
STREET 1: 712 FIFTH AVENUE, 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 646-762-8540
MAIL ADDRESS:
STREET 1: 712 FIFTH AVENUE, 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mantle Ridge LP
CENTRAL INDEX KEY: 0001695459
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25464
FILM NUMBER: 22760972
BUSINESS ADDRESS:
STREET 1: 712 FIFTH AVENUE, SUITE 17F
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 646-762-8540
MAIL ADDRESS:
STREET 1: 712 FIFTH AVENUE, SUITE 17F
CITY: NEW YORK
STATE: NY
ZIP: 10019
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: DOLLAR TREE, INC.
CENTRAL INDEX KEY: 0000935703
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331]
IRS NUMBER: 541387365
STATE OF INCORPORATION: VA
FISCAL YEAR END: 0128
BUSINESS ADDRESS:
STREET 1: 500 VOLVO PARKWAY
STREET 2: N/A
CITY: CHESAPEAKE
STATE: VA
ZIP: 23320
BUSINESS PHONE: (757) 321-5000
MAIL ADDRESS:
STREET 1: 500 VOLVO PARKWAY
CITY: CHESAPEAKE
STATE: VA
ZIP: 23320
FORMER COMPANY:
FORMER CONFORMED NAME: DOLLAR TREE INC
DATE OF NAME CHANGE: 20080328
FORMER COMPANY:
FORMER CONFORMED NAME: DOLLAR TREE STORES INC
DATE OF NAME CHANGE: 19950117
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2022-03-16
0
0000935703
DOLLAR TREE, INC.
DLTR
0001695459
Mantle Ridge LP
712 FIFTH AVENUE, SUITE 17F
NEW YORK
NY
10019
0
0
0
1
Director by deputization
0001893902
MR Cobalt Advisor LLC
712 FIFTH AVENUE, SUITE 17F
NEW YORK
NY
10019
0
0
0
1
Director by deputization
0001413084
Hilal Paul C
712 FIFTH AVENUE, SUITE 17F
NEW YORK
NY
10019
1
0
0
0
Common Stock
11365631
I
See footnotes
Physically settled call options (right to buy)
75.00
2021-11-08
2024-04-01
Common Stock
252460
I
See footnote
Physically settled call options (right to buy)
70.00
2021-11-09
2024-04-01
Common Stock
502401
I
See footnote
Physically settled call options (right to buy)
70.00
2021-11-11
2024-04-01
Common Stock
493231
I
See footnote
Physically settled call options (right to buy)
70.00
2021-11-12
2024-04-01
Common Stock
116250
I
See footnote
Call options on cash-settled forwards (right to buy)
55.80
2021-08-12
2023-02-13
Common Stock
114749
I
See footnotes
Call options on cash-settled forwards (right to buy)
55.94
2021-08-13
2023-02-13
Common Stock
35171
I
See footnotes
Call options on cash-settled forwards (right to buy)
56.06
2021-08-16
2023-02-16
Common Stock
240105
I
See footnotes
Call options on cash-settled forwards (right to buy)
55.29
2021-08-17
2023-02-17
Common Stock
290000
I
See footnotes
Call options on cash-settled forwards (right to buy)
55.88
2021-08-18
2023-02-21
Common Stock
388000
I
See footnotes
Call options on cash-settled forwards (right to buy)
55.61
2021-08-19
2023-02-21
Common Stock
310000
I
See footnotes
Call options on cash-settled forwards (right to buy)
56.09
2021-08-20
2023-02-21
Common Stock
128986
I
See footnotes
Call options on cash-settled forwards (right to buy)
55.00
2021-10-29
2024-04-01
Common Stock
1753655
I
See footnotes
Call options on cash-settled forwards (right to buy)
55.00
2021-10-29
2024-04-15
Common Stock
1753655
I
See footnotes
Call options on cash-settled forwards (right to buy)
55.00
2021-10-29
2024-05-01
Common Stock
1753655
I
See footnotes
Call options on cash-settled forwards (right to buy)
60.00
2021-11-03
2024-04-01
Common Stock
184000
I
See footnotes
Call options on cash-settled forwards (right to buy)
60.00
2021-11-05
2024-04-01
Common Stock
301800
I
See footnotes
Call options on cash-settled forwards (right to buy)
70.00
2021-11-09
2024-04-01
Common Stock
2160401
I
See footnotes
In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 3 is being filed jointly by MR Cobalt Advisor LLC, a Delaware limited liability company ("MR Cobalt"), and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 3 (the "Subject Securities"). All Subject Securities reported on this Form 3 are rounded up to the nearest whole share.
MR Cobalt, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Cobalt Offshore Fund AB Ltd, MR Cobalt Offshore Fund CB 01 Ltd and MR Cobalt Offshore Fund CB 02 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds").
MR Cobalt, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR Cobalt, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Paul C. Hilal's position as ultimately controlling MR Cobalt and Mantle Ridge, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the other Reporting Persons may be directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.
This consists of 11,365,531 shares of Common Stock held by the Mantle Ridge Funds and 100 shares of Common Stock purchased by Mr. Hilal for his own account.
The Mantle Ridge Funds hold American-style call options on forwards (the "Call Options") which may be physically settled referencing an aggregate of 1,364,342 shares of Common Stock.
Certain of the Mantle Ridge Funds are party to American-style call options on cash-settled forwards (the "CSF Option Agreements"). Under the terms of the CSF Option Agreements, if such Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into cash-settled forward transactions referencing an aggregate number of shares of Common Stock equal to the number of options underlying the exercised option under the CSF Option Agreements.
(Continued from Footnote 7) Under the terms of the cash settled forward agreements, such Mantle Ridge Fund will pay to the counterparty any decrease in, and receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the cash settled forward agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted to account for any cash dividends or distributions declared by the Issuer. The strike price plus a previously paid premium for the relevant CSF Option Agreement equals the forward price of the Cash Settled Forward Agreement subject to any adjustment as discussed.
MANTLE RIDGE LP, By: Mantle Ridge GP LLC, its general partner, By: PCH MR Advisor Holdings LLC, its managing member, By: /s/ Paul C. Hilal, Paul C. Hilal, Sole Member
2022-03-22
MR COBALT ADVISOR LLC, By: Mantle Ridge LP, its sole member, By: Mantle Ridge GP LLC, its general partner, By: PCH MR Advisor Holdings LLC, its managing member, By: /s/ Paul C. Hilal, Paul C. Hilal, Sole Member
2022-03-22
/s/ Paul C. Hilal, Paul C. Hilal
2022-03-22