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Form 3 HD Supply Holdings, Inc. For: Jun 14 Filed by: STENGEL WILLIAM P II

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June 14, 2017 11:07 AM EDT
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
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hours per response: 0.5
1. Name and Address of Reporting Person *
STENGEL WILLIAM P II
(Last) (First) (Middle)
3100 CUMBERLAND BLVD, SUITE 1700
SUITE 1700
(Street)
ATLANTA GA 30339
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/14/2017 		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)
Pres&CEO, HDS Facilities Main.
 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 14,836
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
Stock Options (Right to Buy) 11/04/2015 11/03/2020 Common Stock 8,334 8.3 D  
Stock Options (Right to Buy) 11/04/2015 11/03/2020 Common Stock 31,250 20 D  
Stock Options (Right to Buy) 04/11/2014 04/10/2021 Common Stock 19,916 8.3 D  
Stock Options (Right to Buy) 06/26/2016 06/26/2023 Common Stock 21,700 18 D  
Stock Options (Right to Buy)   (1) 03/09/2026 Common Stock 86,959 27.88 D  
Stock Options (Right to Buy)   (2) 11/10/2026 Common Stock 26,633 36.93 D  
Stock Options (Right to Buy)   (3) 02/28/2027 Common Stock 63,542 43 D  
Restricted Stock   (4)   (4) Common Stock 14,321 0 D  
Restricted Stock   (5)   (5) Common Stock 10,611 0 D  
Restricted Stock   (6)   (6) Common Stock 8,274 0 D  
Restricted Stock   (7)   (7) Common Stock 3,384 0 D  
Restricted Stock   (8)   (8) Common Stock 7,152 0 D  
Explanation of Responses:
1. Nonqualified stock options granted under the 2013 Omnibus Incentive Plan that vest in four equal annual installments beginning on the first anniversary of the March 9, 2016 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.
2. Nonqualified stock options granted under the 2013 Omnibus Incentive Plan that vest in four equal annual installments beginning on the first anniversary of the November 10, 2016 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.
3. Nonqualified stock options granted under the 2013 Omnibus Incentive Plan that vest in four equal annual installments beginning on the first anniversary of the February 28, 2017 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.
4. Restricted shares granted under the 2013 Omnibus Incentive Plan that vest in four equal annual installments beginning on the first anniversary of the March 6, 2014 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.
5. Restricted shares granted under the 2013 Omnibus Incentive Plan that vest in four equal annual installments beginning on the first anniversary of the March 10, 2015 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.
6. Restricted shares granted under the 2013 Omnibus Incentive Plan that vest in four equal annual installments beginning on the first anniversary of the March 9, 2016 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.
7. Restricted shares granted under the 2013 Omnibus Incentive Plan that vest in four equal annual installments beginning on the first anniversary of the November 10, 2016 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.
8. Restricted shares granted under the 2013 Omnibus Incentive Plan that vest in four equal annual installments beginning on the first anniversary of the February 28, 2017 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.
James F. Brumsey, Attorney-in-Fact for William P. Stengel, II 06/14/2017
** 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).
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 9th day of June, 2017.



      By	/s/ William P. Stengel, II

       William P Stengel, II



23916307v01
2






hereby revoked.
IN WITNESS WHEREOF, the undersigned has cau

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