SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Margolius Steven

(Last) (First) (Middle)
3100 CUMBERLAND BLVD, SUITE 1700

(Street)
ATLANTA GA 30339

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/17/2013
3. Issuer Name and Ticker or Trading Symbol
HD Supply Holdings, Inc. [ HDS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, HD Supply Power Sol
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 12,500 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options (Rights to Buy) (1) 06/26/2023 Common Stock 57,200 18 D
Options (Rights to Buy) (2) 04/10/2021 Common Stock 169,812 20 D
Options (Rights to Buy) (3) 04/10/2021 Common Stock 182,332 8.3 D
Explanation of Responses:
1. These options were granted on June 26, 2013 and are scheduled to vest in full on June 26, 2016, subject to continued employment with the Company.
2. These options were granted on April 11, 2011 and are scheduled to vest in five annual installments, with 67,924 being currently vested and 33,963 scheduled to vest on each of April 11, 2014 and 2016 and 33,962 on April 11, 2015, subject to continued employment with the Company.
3. These options were granted on April 11, 2011 and are scheduled to vest as follows, subject to continued employment with the Company: (x) 113,208 of these options are scheduled to vest in five annual installments, with 45,283 being currently vested and 22,641 scheduled to vest on April 11, 2014 and 22,642 on each of April 11, 2015 and 2016; and (y) 69,124 of these options are scheduled to vest in full on April 11, 2014.
Rita Fadell, Attorney-in-Fact for Steven Margolius 12/23/2013
** 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 5 (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 Rita Fadell, Ricardo J.
Nunez and James Brumsey, and each of them individually,
the undersigned?s true and lawful attorney-in-fact to:
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");
(1)	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
(2)	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 ______
day of December, 2013.



By:
Steven Margolius



24030384v01
2


24030384v01




24030384v01
ter hereof is hereby
revoked.
IN WITNESS WHEREOF, the undersigned has caused