Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
EDGERLEY PAUL B
  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)
C/O BAIN CAPITAL INVESTORS, LLC, JOHN HANCOCK TOWER, 200 CLARENDON STREET
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2015
(Street)

BOSTON, MA 02116
4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 08/14/2015   M(2)   6,713 A $ 0 6,713 D  
COMMON STOCK 08/14/2015   M(3)   8,427 A $ 0 15,140 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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
DEFERRED STOCK UNITS (1) 08/14/2015   A   700     (1)   (1) Common Stock 700 $ 0 700 D  
DEFERRED STOCK UNITS (2) 08/14/2015   M   6,713     (2)   (2) Common Stock 6,713 $ 0 6,713 D  
RESTRICTED STOCK UNITS (3) 08/14/2015   M   8,427     (3)   (3) Common Stock 8,427 $ 0 8,427 D  
RESTRICTED STOCK UNITS (4) 08/14/2015   J   3,686     (4)   (4) Common Stock 3,686 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
EDGERLEY PAUL B
C/O BAIN CAPITAL INVESTORS, LLC
JOHN HANCOCK TOWER, 200 CLARENDON STREET
BOSTON, MA 02116
  X      

Signatures

 /s/ PAUL B. EDGERLEY   08/18/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents a grant of deferred stock units under the 2013 Omnibus Incentive Plan pursuant to Mr. Edgerley's election to convert quarterly cash fees for board service to deferred stock units. The deferred stock units are fully vested and were settled upon termination of Mr. Edgerley's board service on August 14, 2015.
(2) Represents shares acquired in settlement of deferred stock units on termination of board service. The units were granted to Mr. Edgerley on August 27 and November 8, 2013 and February 21, May 16, August 15 and November 25, 2014, and March 11, May 15, and August 14, 2015 under the 2013 Omnibus Incentive Plan pursuant to his election to convert quarterly cash fees for board service to deferred stock units.
(3) Represents shares acquired in settlement of vested restricted stock units on termination of board service. The units were granted to Mr. Edgerley under the 2013 Omnibus Incentive Plan on July 2, 2013 and May 15, 2014.
(4) Represents a forfeiture of unvested restricted stock units on termination of board service. The units were granted to Mr. Edgerley under the 2013 Omnibus Incentive Plan on May 14, 2015.

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