SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PAULSEN BRADLEY

(Last) (First) (Middle)
3400 CUMBERLAND BLVD

(Street)
ATLANTA GA 30339

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HD Supply Holdings, Inc. [ HDS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Pres, HDS Facilities Main
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock $0 11/14/2018 A 1,312 (1) (1) Common Stock 1,312 $0 1,312 D
Stock Options (right to buy) $38.09 11/14/2018 A 11,135 (2) (2) Common Stock 11,135 $0 11,135 D
Explanation of Responses:
1. Restricted shares granted under the HD Supply Holdings, Inc. Omnibus Incentive Plan that vest in four equal annual installments beginning on the first anniversary of the November 14, 2018 grant date, subject to continued employment through the vesting date. Upon retirement at or after age 62 with five years of continuous service, the restricted shares continue to vest as scheduled, subject to the agreement of the reporting person not to engage in solicitation or competitive activity with the Company.
2. Nonqualified stock options granted under the HD Supply Holdings, Inc. Omnibus Incentive Plan that vest in four equal annual installments beginning on the first anniversary of the November 14, 2018 grant date, subject to continued employment through the vesting date. Upon retirement at or after age 62 with five years of continuous service, the stock options continue to vest as scheduled, subject to the agreement of the reporting person not to engage in solicitation or competitive activity with the Company.
Rita L. Fadell, Attorney-in-Faact for Bradley Paulsen 11/15/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


POWER OF ATTORNEY

Know all by these presents that the undersigned hereby 
constitutes and appoints each of Dan S. McDevitt, 
James F. Brumsey and Rita L. Fadell, and each of them 
individually, the undersigned?s true and lawful 
attorney-in-fact to: 

(1)	execute for and on behalf of the 
undersigned, in the undersigned?s capacity 
as an Officer and/or Director of HD Supply 
Holdings, Inc. (the ?Company?), (i) Forms 3, 
4 and 5 and any other forms required to be 
filed in accordance with Section 16(a) of 
the Securities Exchange Act of 1934 (the 
?Exchange Act?) and the rules thereunder (a 
?Section 16 Form?), and (ii) a Form ID and 
any other forms required to be filed or 
submitted in accordance with Regulation S-T 
promulgated by the United States Securities 
and Exchange Commission (or any successor 
provision) in order to file a Section 16 
Form electronically (a ?Form ID?, and, 
together with a Section 16 Form, the ?Forms 
and Schedules?); 

(2)	do and perform any and all acts for and on 
behalf of the undersigned which may be 
necessary or desirable to complete and 
execute any such Forms and Schedules, 
complete and execute any amendment or 
amendments thereto, and timely file such 
Forms and Schedules with the United States 
Securities and Exchange Commission and any 
stock
 exchange or similar authority; and 

(3)	take any other action of any type whatsoever 
in connection with the foregoing which, in 
the opinion of each such attorney-in-fact, 
may be of benefit to, in the best interest 
of, or legally required by, the undersigned, 
it being understood that the documents 
executed by each such attorney-in-fact on 
behalf of the undersigned pursuant to this 
Power of Attorney shall be in such form and 
shall contain such terms and conditions as 
he or she may approve in his or her 
discretion. 

The undersigned hereby grants to each such attorney-
in-fact full power and authority to do and perform any 
and every act and thing whatsoever requisite, 
necessary or proper to be done in the exercise of any 
of the rights and powers herein granted, as fully to 
all intents and purposes as the undersigned might or 
could do if personally present, with full power of 
substitution or revocation, hereby ratifying and 
confirming all that each such attorney-in-fact, or his 
or her substitute or substitutes, shall lawfully do or 
cause to be done by virtue of this Power of Attorney 
and the rights and powers herein granted.  The 
undersigned acknowledges that each such attorney-in-
fact is serving in such capacity at the request of the 
undersigned, and is not assuming, nor is the Company 
assuming, any of the undersigned?s responsibilities to 
comply with Section 16 of the Exchange Act. 

The Power of Attorney shall remain in full force and 
effect until the undersigned is no longer required to 
file any Forms and Schedules with respect to the 
undersigned?s holdings of and transactions in 
securities issued by the Company, unless earlier 
revoked by the undersigned in a signed writing 
delivered to each such attorney-in-fact. 

From and after the date hereof, any Power of Attorney 
previously granted by the undersigned concerning the 
subject matter hereof is hereby revoked. 

IN WITNESS WHEREOF, the undersigned has caused this 
Power of Attorney to be executed as of this 10th day of 
September, 2018. 




By:/s/ Bradley Paulsen	
Bradley Paulsen 


23916307v01
2
 



subject matter hereof is hereby revoked. 

IN WITNES