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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Dollar Tree Inc | NASDAQ:DLTR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.12 | -0.17% | 69.34 | 69.30 | 69.69 | 70.59 | 68.785 | 69.35 | 2,439,074 | 21:44:01 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
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. 3)*
Dollar Tree, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
256746108
(CUSIP Number)
Paul C. Hilal
Mantle Ridge LP
712 Fifth Avenue, Suite 17F
New York, NY 10019
646-762-8540
With a copy to:
Richard M. Brand
Braden McCurrach
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
212-504-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 8, 2022
(Date of Event Which Requires Filing of This Statement)
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.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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).
NAME OF REPORTING PERSON Mantle Ridge LP CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐ SEC USE ONLY SOURCE OF FUNDS OO (See Item 3) CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware Number of shares beneficially owned by each reporting person with SOLE VOTING POWER None SHARED VOTING POWER 12,729,873 SOLE DISPOSITIVE POWER None SHARED DISPOSITIVE POWER 12,729,873 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,729,873 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 5.7%* TYPE OF REPORTING
PERSON PN All percentage calculations set forth herein are based upon the aggregate of 224,956,059 shares of Common Stock
outstanding as of November 19, 2021, as reported in Dollar Trees Form 10-Q filed with the Securities and Exchange Commission (the SEC) on November 23, 2021.
NAME OF REPORTING PERSON MR Cobalt Advisor LLC CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐ SEC USE ONLY SOURCE OF FUNDS OO (See Item 3) CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware Number of shares beneficially owned by each reporting person with SOLE VOTING POWER None SHARED VOTING POWER 12,729,873 SOLE DISPOSITIVE POWER None SHARED DISPOSITIVE POWER 12,729,873 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,729,873 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 5.7%* TYPE OF REPORTING
PERSON IA All percentage calculations set forth herein are based upon the aggregate of 224,956,059 shares of Common Stock
outstanding as of November 19, 2021, as reported in Dollar Trees Form 10-Q filed with the SEC on November 23, 2021.
NAME OF REPORTING PERSON Paul C. Hilal CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐ SEC USE ONLY SOURCE OF FUNDS OO (See Item 3) CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION United
States Number of shares beneficially owned by each reporting person with SOLE VOTING POWER 100 SHARED VOTING POWER 12,729,873 SOLE DISPOSITIVE POWER 100 SHARED DISPOSITIVE POWER 12,729,873 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,729,973 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 5.7%* TYPE OF REPORTING
PERSON IN All percentage calculations set forth herein are based upon the aggregate of 224,956,059 shares of Common Stock
outstanding as of November 19, 2021, as reported in Dollar Trees Form 10-Q filed with the SEC on November 23, 2021.
This Amendment No. 3 (this Amendment) amends and supplements the
Schedule 13D filed by the Reporting Persons with the SEC on November 12, 2021 (as amended and supplemented by that certain Amendment No. 1 filed by the Reporting Persons with the SEC on December 10, 2021 and by that certain Amendment
No. 2 filed by the Reporting Persons with the SEC on January 18, 2022, the Initial 13D), relating to their beneficial ownership in Dollar Tree, Inc. (the Issuer). Except to the extent set forth in this
Amendment, all information disclosed in the Initial 13D remains unchanged. Capitalized terms not defined in this Amendment shall have the respective meanings ascribed to them in the Initial 13D. The information set forth in response to each separate item below shall be deemed to be a response to all Items where such information is
relevant. The Initial 13D is hereby amended as follows: PURPOSE OF TRANSACTION Item 4 is hereby amended and supplemented by the addition of the following: On March 8, 2022, the Issuer and MR Cobalt Advisor, on behalf of itself and its affiliated funds (collectively, the Mantle Ridge
Group), entered into a Stewardship Framework Agreement (the Agreement) pursuant to which, among other things, the Issuers Board of Directors (the Board) agreed to the appointment of Richard W. Dreiling as the
Issuers new Executive Chairman and the addition of seven new members to the Board, including Paul C. Hilal, as Vice Chairman of the Board, and Mr. Dreiling, with all of such individuals joining the Board at the earlier of (x) 12:01 A.M.,
Eastern time, on the first business day immediately following the date of the filing of the Companys Annual Report on Form 10-K for the fiscal year ending January 29, 2022 with the SEC and
(y) the date and time after March 15, 2022 that Mantle Ridge specifies in a notice delivered at least is three (3) business days in advance of the specified date and time. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached
hereto as Exhibit 99.9 and incorporated by reference herein. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended and supplemented by the addition of the following: On March 8, 2022, the Issuer and MR Cobalt Advisor entered into the Agreement described in Item 4 above and attached as Exhibit 99.9
hereto. The information regarding the Agreement in Item 4, as qualified by the full text of the agreement, is incorporated into this Item 6 by reference. MATERIAL TO BE FILED AS AN EXHIBIT
SIGNATURES After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certify that the
information set forth in this statement is true, complete and correct. /s/ Paul C. Hilal /s/ Paul C. Hilal /s/ Paul C. Hilal
INDEX TO EXHIBITS Exhibit Description
CUSIP No. 256746108
Page
2
1
2
3
4
5
6
7
8
9
10
11
12
13
14
*
CUSIP No. 256746108
Page
3
1
2
3
4
5
6
7
8
9
10
11
12
13
14
*
CUSIP No. 256746108
Page
4
1
2
3
4
5
6
7
8
9
10
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12
13
14
*
CUSIP No. 256746108
Page
5
ITEM 4.
ITEM 6.
ITEM 7.
Exhibit 99.9
Stewardship Framework Agreement between MR Cobalt Advisor LLC and the Issuer, dated March 8, 2022.
CUSIP No. 256746108
Page
6
Date: March 8, 2022
MR COBALT ADVISOR LLC
By:
Mantle Ridge LP, its sole member
By:
Mantle Ridge GP LLC, its general partner
By:
PCH MR Advisor Holdings LLC, its managing member
By:
Paul C. Hilal
Sole Member
MANTLE RIDGE LP
By:
Mantle Ridge GP LLC, its general partner
By:
PCH MR Advisor Holdings LLC, its managing member
By:
Paul C. Hilal
Sole Member
Paul C. Hilal
Exhibit 99.9
Stewardship Framework Agreement between MR Cobalt Advisor LLC and the Issuer, dated March 8, 2022.
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