Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * RUBRIGHT JAMES A	2. Issuer Name and Ticker or Trading Symbol HD Supply Holdings, Inc. [ HDS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 3400 CUMBERLAND BOULEVARD	3. Date of Earliest Transaction (MM/DD/YYYY) 12/24/2020
(Street) ATLANTA, GA 30339 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/24/2020		U(2)		21608	D	$56	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0	12/24/2020		D			4420	(1)	(1)	Common Stock	4420	$0	0	D

Explanation of Responses:
(1)	Pursuant to the terms of the Agreement and Plan of Merger dated November 15, 2020 (the "Merger Agreement"), among The Home Depot, Inc. ("Parent"), Coronado Acquisition Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub") and HD Supply Holdings, Inc. (the "Issuer"), on December 24, 2020, Merger Sub completed a cash tender offer for shares of common stock of the Issuer and thereafter merged with and into the Issuer (the "merger"). Immediately prior to the effective time of the merger, each outstanding Issuer restricted stock unit and deferred stock unit, whether vested or unvested, was cancelled and converted into the right to receive $56.00 in cash less applicable tax withholding.
(2)	Represents shares of common stock that were either tendered in the tender offer at a price of $56.00 per share in cash and less applicable tax withholding, or shares of common stock that, pursuant to the terms of the Merger Agreement and immediately prior to the effective time of the merger, were cancelled and converted into the right to receive $56.00 per share in cash and less applicable tax withholding.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RUBRIGHT JAMES A 3400 CUMBERLAND BOULEVARD ATLANTA, GA 30339	X

Signatures
Rita L. Fadell, Attorney-in-Fact for James A. Rubright		12/28/2020
**Signature of Reporting Person		Date