Ownership Submission
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, 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 *
  Clayton Dubilier & Rice Fund VII L P
 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]
(Last)
(First)
(Middle)
C/O MAPLES CORPORATE SERVICES LIMITED, P.O. BOX 309, UGLAND HOUSE		 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 Original Filed(Month/Day/Year)
(Street)

GRAND CAYMAN, E9 KY1-1104		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 36,461,875
I
See notes (1) (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clayton Dubilier & Rice Fund VII L P
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104		     X    
CD&R Associates VII, Ltd.
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104		     X    
CD&R Associates VII, L.P.
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104		     X    
CD&R Investment Associates VII, Ltd.
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104		     X    
CD&R Parallel Fund VII LP
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104		     X    
CD&R Parallel Fund Associates VII, Ltd.
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104		     X    
CLAYTON DUBILIER & RICE FUND VII CO-INVESTMENT L P
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104		     X    
CD&R ASSOCIATES VII (CO-INVESTMENT), LTD
C/O MAPLES CORPORATE SERVICES LIMITED
P.O. BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104		     X    

Signatures

Clayton, Dubilier & Rice Fund VII, L.P., By: CD&R Associates VII, Ltd., its general partner By: Theresa A. Gore, VP, Treas. and Asst. Sec. 06/26/2013
**Signature of Reporting Person Date
CD&R Associates VII, Ltd., By: Theresa A. Gore, VP, Treas. and Asst. Sec. 06/26/2013
**Signature of Reporting Person Date
CD&R Associates VII, L.P., By: CD&R Investment Associates VII, Ltd., its general partner By:Theresa A. Gore, VP, Treas. and Asst. Sec. 06/26/2013
**Signature of Reporting Person Date
CD&R Investment Associates VII, Ltd., By:Theresa A. Gore, VP, Treas. and Asst. Sec. 06/26/2013
**Signature of Reporting Person Date
CD&R Parallel Fund VII, L.P., By: CD&R Parallel Fund Associates VII, Ltd., its general partner, By: Theresa A. Gore, Vice President, Treasurer and Assistant Secretary 06/26/2013
**Signature of Reporting Person Date
CD&R Parallel Fund Associates VII, Ltd., By: Theresa A. Gore, Vice President, Treasurer and Assistant Secretary 06/26/2013
**Signature of Reporting Person Date
Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., By: CD&R Associates VII (Co-Investment), Ltd., its general partner, By: Theresa A. Gore, VP, Treas. and Asst. Sec. 06/26/2013
**Signature of Reporting Person Date
CD&R Associates VII (Co-Investment), Ltd., By: Theresa A. Gore, VP, Treas. and Asst. Sec. 06/26/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares held as follows: (i) 30,000,000 shares of common stock held by Clayton, Dubilier & Rice Fund VII, L.P., whose general partner is CD&R Associates VII, Ltd., whose sole stockholder is CD&R Associates VII, L.P., whose general partner is CD&R Investment Associates VII, Ltd.; (ii) 213,604 shares of common stock held by CD&R Parallel Fund VII, L.P., whose general partner is CD&R Parallel Fund Associates VII, Ltd.; and (iii) 6,248,271 shares of common stock held by Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., whose general partner is CD&R Associates VII (Co-Investment), Ltd., whose sole stockholder is CD&R Associates VII, L.P., whose general partner is CD&R Investment Associates VII, Ltd.
(2) Each of CD&R Associates VII, Ltd., CD&R Associates VII, L.P. and CD&R Investment Associates VII, Ltd. expressly disclaims beneficial ownership of the shares held by Clayton, Dubilier & Rice Fund VII, L.P., as well as of the shares held by each of Clayton, Dubilier & Rice Fund VII (Co-Investment) L.P. and CD&R Parallel Fund VII, L.P. in each case, except to the extent of its pecuniary interest therein. CD&R Parallel Fund Associates VII, Ltd. expressly disclaims beneficial ownership of the shares held by each of CD&R Parallel Fund VII, L.P., Clayton, Dubilier & Rice Fund VII, L.P. and Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P. except to the extent of its pecuniary interest therein.

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