HD Supply
HD Supply Holdings, Inc. (Form: 4, Received: 05/19/2017 16:43:56)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DORSMAN PETER A
2. Issuer Name and Ticker or Trading Symbol

HD Supply Holdings, Inc. [ HDS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

3100 CUMBERLAND BLVD, SUITE 1700
3. Date of Earliest Transaction (MM/DD/YYYY)

5/17/2017
(Street)

ATLANTA, GA 30339
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 Units     (1) 5/17/2017     A   (2)    3290         (2)   (2) Common Stock   3290   $0   3290   D    
Deferred Stock Units     (1) 5/18/2017     A   (3)    593         (3)   (3) Common Stock   593   $0   593   D    

Explanation of Responses:
(1)  Each unit represents a contingent right to receive one share of Company common stock.
(2)  Grant of restricted stock units under the HD Supply Holdings, Inc. Omnibus Incentive Plan. The restricted stock units vest on the earliest of (1) the one-year anniversary of the grant date, (2) the next annual stockholders meetings, or (3) a change in control, and will be settled upon vesting unless the reporting person elects to defer settlement to a later date. A pro rata portion of the award vests upon termination of board service due to death, disability or age 75 retirement.
(3)  Grant of deferred stock units under the HD Supply Holdings, Inc. Omnibus Incentive Plan pursuant to the election of the reporting person to convert quarterly cash fees for board service to deferred stock units. The deferred stock units are fully vested and will be settled upon termination of board service.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DORSMAN PETER A
3100 CUMBERLAND BLVD, SUITE 1700
ATLANTA, GA 30339
X



Signatures
James F. Brumsey, as Attorney-in-Fact for Peter A. Dorsman 5/19/2017
** 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).
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