0000899243-23-020673.txt : 20231221
0000899243-23-020673.hdr.sgml : 20231221
20231221172457
ACCESSION NUMBER: 0000899243-23-020673
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231219
FILED AS OF DATE: 20231221
DATE AS OF CHANGE: 20231221
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hilal Paul C
CENTRAL INDEX KEY: 0001413084
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25464
FILM NUMBER: 231506270
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
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25464
FILM NUMBER: 231506271
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
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25464
FILM NUMBER: 231506272
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]
ORGANIZATION NAME: 07 Trade & Services
IRS NUMBER: 541387365
STATE OF INCORPORATION: VA
FISCAL YEAR END: 0203
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
X0508
4
2023-12-19
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
0
Common Stock
2023-12-20
4
P
0
8414
132.65
A
11374045
I
See footnotes
Common Stock
2023-12-20
4
P
0
112103
133.68
A
11486148
I
See footnotes
Common Stock
2023-12-20
4
P
0
557788
134.43
A
12043936
I
See footnotes
Common Stock
2023-12-20
4
P
0
60557
135.35
A
12104493
I
See footnotes
Physically Settled Options to Buy Common Stock
75.00
2023-12-19
4
S
0
252460
60.27
D
2023-12-19
2024-04-01
Common Stock
252460
0
I
See footnote
Physically Settled Options to Buy Common Stock
70.00
2023-12-19
4
S
0
502401
65.14
D
2023-12-19
2024-04-01
Common Stock
502401
0
I
See footnote
Physically Settled Options to Buy Common Stock
70.00
2023-12-19
4
S
0
493231
65.14
D
2023-12-19
2024-04-01
Common Stock
493231
0
I
See footnote
Physically Settled Options to Buy Common Stock
70.00
2023-12-19
4
S
0
116250
65.14
D
2023-12-19
2024-04-01
Common Stock
116250
0
I
See footnote
Physically Settled Options to Buy Common Stock
98.00
2023-12-19
4
P
0
900360
55.87
A
2023-12-19
2025-07-18
Common Stock
900360
900360
I
See footnote
Physically Settled Options to Buy Common Stock
81.00
2023-12-19
4
P
0
636151
67.86
A
2023-12-19
2025-07-18
Common Stock
636151
636151
I
See footnote
Option for Cash Settled Forward Contracts
55.00
2023-12-19
4
S
0
1753655
79.83
D
2023-12-19
2024-04-01
Common Stock
1753655
0
I
See footnotes
Option for Cash Settled Forward Contracts
55.00
2023-12-19
4
S
0
1753655
80.01
D
2023-12-19
2024-04-15
Common Stock
1753655
0
I
See footnotes
Option for Cash Settled Forward Contracts
55.00
2023-12-19
4
S
0
1753655
80.23
D
2023-12-19
2024-05-01
Common Stock
1753655
0
I
See footnotes
Option for Cash Settled Forward Contracts
60.00
2023-12-19
4
S
0
184000
74.93
D
2023-12-19
2024-04-01
Common Stock
184000
0
I
See footnotes
Option for Cash Settled Forward Contracts
60.00
2023-12-19
4
S
0
301800
74.93
D
2023-12-19
2024-04-01
Common Stock
301800
0
I
See footnotes
Option for Cash Settled Forward Contracts
70.00
2023-12-19
4
S
0
2160401
65.14
D
2023-12-19
2024-04-01
Common Stock
2160401
0
I
See footnotes
Option for Cash Settled Forward Contracts
98.00
2023-12-19
4
P
0
2501339
55.87
A
2023-12-19
2025-07-18
Common Stock
2501339
2501339
I
See footnotes
Option for Cash Settled Forward Contracts
81.00
2023-12-19
4
P
0
6231104
67.86
A
2023-12-19
2025-07-18
Common Stock
6231104
6231104
I
See footnotes
Reflects the weighted average purchase price for the reported transactions. The shares were purchased in multiple transactions at prices ranging from $132.26 to $132.91, inclusive. The Reporting Person will provide the SEC staff, the Issuer, or any security holder of the Issuer, upon request for same, with the full information regarding the number of shares purchased at each separate price within the range specified.
Reflects the weighted average purchase price for the reported transactions. The shares were purchased in multiple transactions at prices ranging from $133.03 to $134.00, inclusive. The Reporting Person will provide the SEC staff, the Issuer, or any security holder of the Issuer, upon request for same, with the full information regarding the number of shares purchased at each separate price within the range specified.
Reflects the weighted average purchase price for the reported transactions. The shares were purchased in multiple transactions at prices ranging from $134.00 to $134.99, inclusive. The Reporting Person will provide the SEC staff, the Issuer, or any security holder of the Issuer, upon request for same, with the full information regarding the number of shares purchased at each separate price within the range specified.
Reflects the weighted average purchase price for the reported transactions. The shares were purchased in multiple transactions at prices ranging from $135.00 to $135.72, inclusive. The Reporting Person will provide the SEC staff, the Issuer, or any security holder of the Issuer, upon request for same, with the full information regarding the number of shares purchased at each separate price within the range specified.
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 LLC, MR Cobalt Offshore Fund CB 01 Ltd, MR Cobalt Offshore Fund CB 02 LLC and MR Cobalt Offshore Fund CB 03 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 12,104,393 shares of Common Stock held by the Mantle Ridge Funds and 100 shares of Common Stock purchased by Mr. Hilal for his own account.
At the close of business on December 19, 2023, the Reporting Persons simultaneously (a) terminated certain of their American-style call options on forwards that may be physically settled ("Physically Settled Call Options") and (b) purchased new Physically Settled Call Options with a strike price of $98 or $81 (as indicated above) and an expiration date of July 18, 2025, using as a reference price for such termination and purchase the closing price of the underlying common stock on such day, which was $133.60.
At the close of business on December 19, 2023, the Reporting Persons simultaneously (a) terminated certain of their American-style call options on cash-settled forwards ("CSF Option Agreements") and (b) purchased new CSF Option Agreements with a strike price of $98 or $81 (as indicated above) and an expiration date of July 18, 2025, using as a reference price for such termination and purchase the closing price of the underlying common stock on such day, which was $133.60. 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 11) 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.
In connection with the transactions described in this Form 4, the Mantle Ridge Funds will pay to the Issuer the amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions.
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
2023-12-21
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
2023-12-21
/s/ Paul C. Hilal, Paul C. Hilal
2023-12-21