0000902664-20-004353.txt : 20201228 0000902664-20-004353.hdr.sgml : 20201228 20201228160524 ACCESSION NUMBER: 0000902664-20-004353 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201224 FILED AS OF DATE: 20201228 DATE AS OF CHANGE: 20201228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JANA PARTNERS LLC CENTRAL INDEX KEY: 0001159159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35979 FILM NUMBER: 201418442 BUSINESS ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 455-0900 MAIL ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: 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: 0202 BUSINESS ADDRESS: STREET 1: 3400 CUMBERLAND BOULEVARD CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 770-852-9000 MAIL ADDRESS: STREET 1: 3400 CUMBERLAND BOULEVARD 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 4 1 ownership.xml X0306 4 2020-12-24 1 0001573097 HD Supply Holdings, Inc. HDS 0001159159 JANA PARTNERS LLC 1330 AVENUE OF THE AMERICAS, 32ND FLOOR NEW YORK NY 10019 1 0 0 1 See remarks Common Stock, par value $0.01 per share ("Common Stock") 2020-12-24 4 U 0 843295 56 D 0 I See footnote Restricted Stock Units 0 2020-12-24 4 D 0 4420 0 D Common Stock 4420 0 I See footnote Restricted Stock Units 0 2020-12-24 4 D 0 3192 0 D Common Stock 3192 0 I See footnote Restricted Stock Units 0 2020-12-24 4 D 0 2976 0 D Common Stock 2976 0 I See footnote Represents shares of Common Stock that were either tendered in the tender offer at a price of $56.00 per share in cash and less applicable tax withholding, or shares of Common Stock that, pursuant to the terms of the Merger Agreement and immediately prior to the effective time of the merger, were cancelled and converted into the right to receive $56.00 per share in cash and less applicable tax withholding. JANA Partners LLC is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control. Pursuant to the terms of the Agreement and Plan of Merger dated November 15, 2020 (the "Merger Agreement"), among The Home Depot, Inc. ("Parent"), Coronado Acquisition Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub") and HD Supply Holdings, Inc. (the "Issuer"), on December 24, 2020, Merger Sub completed a cash tender offer for shares of common stock of the Issuer and thereafter merged with and into the Issuer (the "Merger"). Immediately prior to the effective time of the merger, each outstanding Issuer restricted stock unit and deferred stock unit, whether vested or unvested, was cancelled and converted into the right to receive $56.00 in cash less applicable tax withholding. The units were granted to Scott Ostfeld ("Mr. Ostfeld") as a director of Issuer. Mr. Ostfeld is a Partner of JANA Partners LLC ("JANA") and has assigned all rights to the units to JANA. Pursuant to the assignment, cash settlement of the award pursuant to the Merger Agreement will be made to JANA. JANA may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. Ostfeld served on the board of directors of the Issuer. JANA disclaims any beneficial ownership of any and all of Issuer's securities reported herein in excess of its actual pecuniary interest. /s/ JANA Partners LLC, by Jennifer Fanjiang, Chief Legal Officer and Chief Compliance Officer 2020-12-28