SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Carlyle Group Management L.L.C. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/26/2013	3. Issuer Name and Ticker or Trading Symbol HD Supply Holdings, Inc. [ HDS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	36,471,872	I	See footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Carlyle Group Management L.L.C. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004 (City) (State) (Zip)

1. Name and Address of Reporting Person* Carlyle Group L.P. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004 (City) (State) (Zip)

1. Name and Address of Reporting Person* Carlyle Holdings II GP L.L.C. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004 (City) (State) (Zip)

1. Name and Address of Reporting Person* Carlyle Holdings II L.P. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004 (City) (State) (Zip)

1. Name and Address of Reporting Person* TC Group Cayman Investment Holdings, L.P. (Last) (First) (Middle) C/O WALKER CORPORATE SERVICES LIMITED 190 ELGIN AVENUE (Street) GEORGE TOWN, GRAND CAYMAN KY1-9001 (City) (State) (Zip)

1. Name and Address of Reporting Person* TC Group Cayman Investment Holdings Sub L.P. (Last) (First) (Middle) C/O WALKER CORPORATE SERVICES LIMITED 190 ELGIN AVENUE (Street) GEORGE TOWN, GRAND CAYMAN KY1-9001 (City) (State) (Zip)

Explanation of Responses:

1. Consists of 34,290,383 shares held by Carlyle Partners, V, L.P., 689,531 shares held by Carlyle Partners V-A, L.P., 1,320,767 shares held by CP V Coinvestment A, L.P. and 171,191 shares held by CP V Coinvestment B, L.P.

2. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the managing member of TC Group V, L.L.C., which is the general partner of TC Group V, L.P., which is the general partner of each of Carlyle Partners V, L.P., Carlyle Partners V-A, L.P., CP V Coinvestment A, L.P., and CP V Coinvestment B, L.P.

Remarks:

Exhibits: Exhibit 24 - Power of Attorney Due to the limitations of the electronic filing system, each of TC Group V, L.L.C., TC Group V, L.P., Carlyle Partners V, L.P. Carlyle Partners V-A, L.P. CP V Coinvestment A, L.P., CP V Coinvestment B, L.P. are filing a separate Form 3.

	CARLYLE GROUP MANAGEMENT L.L.C. By: /s/ Jeremy W. Anderson, attorney-in-fact	06/26/2013
	THE CARLYLE GROUP L.P. By: Carlyle Group Management L.L.C., its general partner By: /s/ Jeremy W. Anderson, attorney-in-fact	06/26/2013
	CARLYLE HOLDINGS II GP L.L.C. By: The Carlyle Group L.P., its managing member By: Carlyle Group Management L.L.C., its general partner By: /s/ Jeremy W. Anderson, attorney-in-fact	06/26/2013
	CARLYLE HOLDINGS II L.P. By: /s/ Jeremy W. Anderson, attorney-in-fact	06/26/2013
	TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. By: Carlyle Holdings II L.P., its general partner By: /s/ Jeremy W. Anderson, attorney-in-fact	06/26/2013
	TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P. By: TC Group Cayman Investment Holdings, L.P., its general partner By: Carlyle Holdings II L.P., its general partner By: /s/ Jeremy W. Anderson, attorney-in-fact	06/26/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                                                      EXHIBIT 24

                               POWER OF ATTORNEY

       The undersigned understands that, from time to time, the Carlyle
Companies (defined below) are required to prepare, execute and file certain
federal and state securities laws filings.

       Know all by these presents, that the undersigned hereby constitutes and
appoints each of Curt Buser, Jeff Ferguson, David Pearson, Catherine Ziobro, R.
Rainey Hoffman, Joanne Cosiol, Monica Harris, Jeremy Anderson, Bruno De Gusmao,
Ann Siebecker, Andrea Pekala, Tom Mayrhofer, Orit Mizrachi, John Beczak, Rick
Kappler, Matt LoRusso, Rob Konigsberg, James Sloan, Anne Frederick, Norma Kuntz,
Victoria Jong, Erica Herberg or any of them signing singly, and with full power
of substitution, the undersigned's true and lawful attorney- in-fact to:

       (1)    prepare, execute in the name of each Carlyle Company and on behalf
       of each Carlyle Company, and submit to the U.S. Securities and Exchange
       Commission (the "SEC") a Form ID, including amendments thereto, and any
       other documents necessary or appropriate to obtain codes and passwords
       enabling the undersigned to make electronic filings with the SEC of Forms
       D ("Form D") required to be filed in accordance with Rule 503 ("Rule
       503") promulgated with respect to Sections 4(2), 4(6) and 3(b) of the
       Securities Act of 1933 (the "1933 Act") and reports required by Sections
       13(d) and 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
       or any rule or regulation of the SEC;

       (2)    prepare and execute for and on behalf of each Carlyle Company, in
       the undersigned's capacity as a Chairman, authorized person, officer
       and/or director of each Carlyle Company, federal and state securities
       laws filings including without limitation Forms D pursuant to Rule 503
       and Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with
       Sections 13(d) and 16(a) of the 1934 Act and the rules thereunder;

       (3)    do and perform any and all acts for and on behalf of each Carlyle
       Company which may be necessary or desirable to complete and execute any
       such federal and state securities laws filings including without
       limitation Forms D, Schedules 13D and 13G and Forms 3, 4, and 5, complete
       and execute any amendment or amendments thereto, and timely file such
       form with the SEC and the securities administrators of any state, the
       District of Columbia, the Commonwealth of Puerto Rico, Guam and the
       United States Virgin Islands or their designees and any stock exchange or
       similar authority; and

       (4)    take any other action of any type whatsoever in connection with
       the foregoing which, in the opinion of such attorney-in-fact, may be of
       benefit to, in the best interest of, or legally required by, the
       undersigned, it being understood that the documents executed by such
       attorney-in-fact on behalf of the undersigned pursuant to this Power of
       Attorney shall be in such form and shall contain such terms and
       conditions as such attorney-in-fact may approve in such attorney-in-
       fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted, whether the same needs to be executed, taken
or done by him in his capacity as a current or former member, partner,
shareholder, director or officer of any company, partnership, corporation,
organization, firm, branch or other entity connected with, related to or
affiliated with any of the entities constituting the Carlyle Companies or
entities that directly or indirectly hold interests in the Carlyle Companies.

       The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with federal and state
securities laws, including without limitation Rule 503 of the 1933 Act or
Section 13 and Section 16 of the 1934 Act.

       This Power of Attorney and all authority conferred hereby shall not be
terminated by operation of law, whether by the death or incapacity of the
undersigned or by occurrence of any other event.  Actions taken by an attorney-
in-fact pursuant to this Power of Attorney shall be as valid as if any event
described in the preceding sentence had not occurred, whether or not the
attorney-in-fact shall have received notice of such event.  Notwithstanding the
foregoing, (i) in the event that an attorney-in-fact is no longer employed by
The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of Attorney
and all authority conferred hereby shall be immediately terminated with respect
to such Attorney, and (ii) the undersigned may terminate or revoke this Power of
Attorney at any time.

       For purposes hereof, the "Carlyle Companies" shall consist of:  (i)
Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings I GP
Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., Carlyle
Holdings II GP L.L.C., Carlyle Holdings II L.P., Carlyle Holdings III GP
Management L.L.C., Carlyle Holdings III GP L.P., Carlyle Holdings III GP Sub
L.L.C., Carlyle Holdings III L.P., TC Group Sub L.P., TC Group Investment
Holdings Sub L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group Cayman
Sub L.P. and (ii) the subsidiaries and affiliates of the foregoing in clause
(i), including without limitation investment funds sponsored directly or
indirectly by one or more of the Carlyle Companies.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 7th day of May, 2012.


                                      /s/ Daniel A. D'Aniello
                                      ------------------------
                                      Name: Daniel A. D'Aniello
                                      Title: Chairman