Hd Supply Holdings Inc.(HDS) Stock Heading Up As Billionaire Activist Barry Rosenstein Boosts Stake to 8.1%

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. )
HD Supply Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
40416M105
(CUSIP Number)
Eleazer Klein, Esq. Marc Weingarten, Esq.
919 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 17, 2016
(Date of Event which Requires
Filing of this Schedule)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 6 Pages)

————————–

The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

1	NAME OF REPORTING PERSON JANA PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 16,250,000 Shares (including options to purchase 2,063,800 Shares)
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 16,250,000 Shares (including options to purchase 2,063,800 Shares)
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 16,250,000 Shares (including options to purchase 2,063,800 Shares)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 8.1%
14	TYPE OF REPORTING PERSON IA

Item 1.

SECURITY AND ISSUER

This statement on Schedule 13D relates
to the shares (“Shares“) of common stock, par value $0.01 per share, of HD Supply Holdings, Inc., a Delaware corporation
(the “Issuer“). The principal executive office of the Issuer is located at 3100 Cumberland Boulevard, Suite 1480,
Atlanta, Georgia 30339.

Item 2.

IDENTITY AND BACKGROUND.

(a) This statement is filed by JANA Partners
LLC, a Delaware limited liability company (the “Reporting Person“). The Reporting Person is a private money management
firm which holds Shares of the Issuer in various accounts under its management and control. The principal owner of the Reporting
Person is Barry Rosenstein (“Mr. Rosenstein” or the “Principal“).

(b) The principal business address of
the Reporting Person and the Principal is 767 Fifth Avenue, 8th Floor, New York, New York 10153.

(c) The principal business of the Reporting
Person and the Principal is investing for accounts under their management.

(d) Neither the Reporting Person nor
the Principal has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

(e) Neither the Reporting Person nor
the Principal has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.

(f) The Reporting Person is a limited
liability company organized in Delaware. The Principal is a citizen of the United States of America.

Item 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The 16,250,000 Shares (including options to
purchase 2,063,800 Shares) reported herein by the Reporting Person were acquired at an aggregate purchase price of approximately
$449 million. Such Shares were acquired with investment funds in accounts managed by the Reporting Person and margin borrowings
described in the following sentence. Such Shares are held by the investment funds managed by the Reporting Person in commingled
margin accounts, which may extend margin credit to the Reporting Person from time to time, subject to applicable federal margin
regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged
as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon
the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible
to determine the amounts, if any, of margin used to purchase the Shares reported herein.

Item 4.

PURPOSE OF TRANSACTION.

The Reporting Person acquired the Shares because
it believes the Shares are undervalued and represent an attractive investment opportunity.  The Reporting Person has had discussions
with members of the Issuer’s management team regarding strategic alternatives and financial and operational means of maximizing
value for shareholders, and may have further discussions with members of the Issuer’s board of directors and management team
regarding these and other topics including board composition. The Reporting Person may also have discussions with shareholders
and other parties relating to all such matters.

The Reporting Person may also take other steps
to increase shareholder value as well as pursue other plans or proposals that relate to or would result in any of the matters set
forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, excluding (i) acquiring a control stake in the Issuer’s Shares,
or grouping with any other party or parties to do so, (ii) engaging in an extraordinary transaction, such as a merger, with the
Issuer, or acquiring a material amount of the Issuer’s assets, or grouping with any other party or parties to do either,
or (iii) seeking to exert negative control over the important corporate actions of the Issuer, or grouping with any other party
or parties to do so, although the Reporting Person may seek to influence such actions through customary means including presenting
its views for consideration to the Issuer, shareholders and other interested parties, privately or publicly, and, if necessary,
through the exercise of its shareholder rights including the right to propose new directors for the Issuer’s board of directors.

Depending on various factors including, without
limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced
above, actions taken by the Issuer’s board of directors, price levels of the Shares, other investment opportunities available
to the Reporting Person, conditions in the securities market and general economic and industry conditions, the Reporting Person
may in the future take such actions with respect to its investment position in the Issuer as it deems appropriate including, without
limitation, purchasing additional Shares or selling some or all of its Shares, and/or engaging in short selling of or hedging or
similar transactions with respect to the Shares.

Item 5.

INTEREST IN SECURITIES OF THE COMPANY.

(a) The aggregate percentage of Shares
reported to be beneficially owned by the Reporting Person is based upon 201,025,941 Shares outstanding as of September 2, 2016,
as reported in the Issuer’s Quarterly Report on Form 10-Q filed on September 7, 2016.

At the close of business on October 26,
2016, the Reporting Person may be deemed to beneficially own 16,250,000 Shares (including options to purchase 2,063,800 Shares),
constituting approximately 8.1% of the Shares outstanding.

(b) The Reporting Person has sole voting
and dispositive powers over 16,250,000 Shares (including options to purchase 2,063,800 Shares), which powers are exercised
by the Principal.

(c) Information concerning transactions
in the Shares effected by the Reporting Person during the past sixty days is set forth in Exhibit A hereto and is incorporated
herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage
entities.

(d) No person (other than the Reporting
Person) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares.

(e) Not applicable.

Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The Reporting Person beneficially owns
(i) 3,092 call options with a strike price of $27.00, (ii) 12,000 call options with a strike price of $29.00 and (iii) 5,546 call
options with a strike price of $30.00, for a total of 20,638 call options for 2,063,800 Shares. The call options expire on October
28, 2016.

Except as otherwise set forth herein,
the Reporting Person does not have any contract, arrangement, understanding or relationship with any person with respect to the
securities of the Issuer.

Item 7.

MATERIAL TO BE FILED AS EXHIBITS.

Exhibit A:

Transactions in the Shares During the Last 60 Days.

SIGNATURES

After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 27, 2016

	JANA PARTNERS LLC
	By:	/s/ Jennifer Fanjiang
	Name:	Jennifer Fanjiang
	Title:	General Counsel