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