0000899243-22-038334.txt : 20221213
0000899243-22-038334.hdr.sgml : 20221213
20221213173025
ACCESSION NUMBER: 0000899243-22-038334
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221209
FILED AS OF DATE: 20221213
DATE AS OF CHANGE: 20221213
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hilal Paul C
CENTRAL INDEX KEY: 0001413084
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25464
FILM NUMBER: 221460561
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25464
FILM NUMBER: 221460562
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25464
FILM NUMBER: 221460563
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-12-09
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
Call options on cash-settled forwards (right to buy)
55.80
2022-12-09
4
X
0
114749
D
2021-08-12
2023-02-13
Common Stock
114749
0
I
See footnotes
Cash-settled forward contracts
55.80
2022-12-09
4
X
0
114749
A
2022-12-13
2025-12-15
Common Stock
114749
114749
I
See footnotes
Cash-settled forward contracts
55.80
2022-12-09
4
J
0
44490
143.91
D
2022-12-13
2025-12-15
Common Stock
44490
70259
I
See footnotes
Call options on cash-settled forwards (right to buy)
55.94
2022-12-09
4
X
0
35171
D
2021-08-13
2023-02-13
Common Stock
35171
0
I
See footnotes
Cash-settled forward contracts
55.94
2022-12-09
4
X
0
35171
A
2022-12-13
2025-12-15
Common Stock
35171
35171
I
See footnotes
Cash-settled forward contracts
55.94
2022-12-09
4
J
0
13672
143.91
D
2022-12-13
2025-12-15
Common Stock
13672
21499
I
See footnotes
Call options on cash-settled forwards (right to buy)
56.06
2022-12-09
4
X
0
240105
D
2021-08-16
2023-02-16
Common Stock
240105
0
I
See footnotes
Cash-settled forward contracts
56.06
2022-12-09
4
X
0
240105
A
2022-12-13
2025-12-15
Common Stock
240105
240105
I
See footnotes
Cash-settled forward contracts
56.06
2022-12-09
4
J
0
93534
143.91
D
2022-12-13
2025-12-15
Common Stock
93534
146571
I
See footnotes
Call options on cash-settled forwards (right to buy)
55.29
2022-12-09
4
X
0
290000
D
2021-08-17
2023-02-17
Common Stock
290000
0
I
See footnotes
Cash-settled forward contracts
55.29
2022-12-09
4
X
0
290000
A
2022-12-13
2025-12-15
Common Stock
290000
290000
I
See footnotes
Cash-settled forward contracts
55.29
2022-12-09
4
J
0
111414
143.91
D
2022-12-13
2025-12-15
Common Stock
111414
178586
I
See footnotes
Call options on cash-settled forwards (right to buy)
55.88
2022-12-09
4
X
0
388000
D
2021-08-18
2023-02-21
Common Stock
388000
0
I
See footnotes
Cash-settled forward contracts
55.88
2022-12-09
4
X
0
388000
A
2022-12-13
2025-12-15
Common Stock
388000
388000
I
See footnotes
Cash-settled forward contracts
55.88
2022-12-09
4
J
0
150664
143.91
D
2022-12-13
2025-12-15
Common Stock
150664
237336
I
See footnotes
Call options on cash-settled forwards (right to buy)
55.61
2022-12-09
4
X
0
310000
D
2021-08-19
2023-02-21
Common Stock
310000
0
I
See footnotes
Cash-settled forward contracts
55.61
2022-12-09
4
X
0
310000
A
2022-12-13
2025-12-15
Common Stock
310000
310000
I
See footnotes
Cash-settled forward contracts
55.61
2022-12-09
4
J
0
119801
143.91
D
2022-12-13
2025-12-15
Common Stock
119801
190199
I
See footnotes
Call options on cash-settled forwards (right to buy)
56.09
2022-12-09
4
X
0
128986
D
2021-08-20
2023-02-21
Common Stock
128986
0
I
See footnotes
Cash-settled forward contracts
56.09
2022-12-09
4
X
0
128986
A
2022-12-13
2025-12-15
Common Stock
128986
128986
I
See footnotes
Cash-settled forward contracts
56.09
2022-12-09
4
J
0
50275
143.91
D
2022-12-13
2025-12-15
Common Stock
50275
78711
I
See footnotes
In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 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 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 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.
In order to comply with a contractual commitment in one of the Mantle Ridge Funds, all of its CSF-Option Agreements were net settled into an equivalent net number of Cash Settled Forward Agreements. The terms of the CSF-Option Agreements and Cash Settled Forward Agreements are described in a prior Form 3 filing. These transactions were effected solely to the extent required to satisfy the pre-existing contractual commitment described above. This settlement transaction fully satisfies that commitment, and none of the other Mantle Ridge Funds have a similar commitment.
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
2022-12-13
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
2022-12-13
/s/ Paul C. Hilal, Paul C. Hilal
2022-12-13