HD Supply Holdings Inc (HDS): JANA Partners Cuts Position By 40%

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 13D/A
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. 1)
HD Supply Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
40416M105
(CUSIP Number)
Marc Weingarten, Esq. Eleazer Klein, Esq. Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 10, 2017
(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 5 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 9,862,529 Shares (including options to purchase 2,000,000 Shares)
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 9,862,529 Shares (including options to purchase 2,000,000 Shares)
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 9,862,529 Shares (including options to purchase 2,000,000 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) 4.9%
14	TYPE OF REPORTING PERSON IA

This Amendment No. 1 (“Amendment
No. 1“) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC“)
on October 27, 2016 (the “Original Schedule 13D“, and together with the Original Schedule 13D, the “Schedule
13D“) with respect to the shares (“Shares“) of common stock, par value $0.01 per share, of HD Supply
Holdings, Inc., a Delaware corporation (the “Issuer“). Capitalized terms used herein and not otherwise defined
in this Amendment No. 1 shall have the meanings set forth in the Original Schedule 13D. This Amendment No. 1 amends Items 3, 4,
5, 6 and 7. This Amendment No. 1 constitutes an “exit filing” for the Reporting Person.

Item 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Schedule 13D is hereby amended
and restated in its entirety as follows:

The Reporting Person used a total
of approximately $242 million (including brokerage commissions) in the aggregate to acquire beneficial ownership of the 9,862,529
Shares (including options to purchase 2,000,000 Shares) reported herein as beneficially owned by the Reporting Person. Funds for
the purchase of the Shares reported herein as beneficially owned by the Reporting Person were derived from investment funds in
accounts managed by the Reporting Person. Such Shares are held by the investment funds managed by the Reporting Person in cash
and margin accounts and none of the funds used to purchase the Shares reported herein as beneficially owned by the Reporting Person
were provided through borrowings of any nature.

Item 4.

PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is hereby amended and supplemented by
the addition of the following:

The Reporting Person has sold Shares and purchased new
call options in the normal course of its portfolio management activities.

Item 5.

INTEREST IN SECURITIES OF THE COMPANY.

Item 5 of the Schedule 13D is hereby amended and restated
in its entirety as follows:

(a) The aggregate percentage of Shares
reported to be beneficially owned by the Reporting Person is based upon 201,276,090 Shares outstanding, which is the total number
of Shares outstanding as of December 2, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period
ended October 30, 2016, filed with the SEC on December 6, 2016.

As of the close of business on the
date hereof, the Reporting Person may be deemed to beneficially own 9,862,529 Shares (including options to purchase 2,000,000 Shares),
constituting approximately 4.9% of the Shares outstanding.

(b) The Reporting Person has sole
voting and dispositive power over 9,862,529 Shares (including options to purchase 2,000,000 Shares), which power is 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 therein 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) January 10, 2017.

Item 6.

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

Item 6 of the Schedule 13D is hereby amended
and supplemented as follows:

The Reporting Person beneficially
owns 20,000 call options with a strike price of $62.50 for 2,000,000 Shares. The call options expire on January 19, 2018.

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: January 12, 2017

JANA PARTNERS LLC

	By:	/s/ Jennifer Fanjiang
	Name:	Jennifer Fanjiang
	Title:	General Counsel