SEC Form 4 filed by Director by deputization Mantle Ridge Lp
$DLTR
Department/Specialty Retail Stores
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DOLLAR TREE, INC. [ DLTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/11/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
| Call Option on Share Forward Transactions | $98 | 07/11/2025 | X(5)(6)(7) | 900,360 | 12/19/2023 | 07/18/2025 | Share Forward Transactions | 900,360 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Share Forward Transactions | $153.87(10) | 07/11/2025 | X | 900,360 | 07/14/2025 | 07/14/2028 | Common Stock | 900,360 | $98 | 900,360 | I | See footnotes(1)(2)(3)(4) | |||
| Call Option on Share Forward Transactions | $81 | 07/11/2025 | X(5)(6)(7) | 636,151 | 12/19/2023 | 07/18/2025 | Share Forward Transactions | 636,151 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Share Forward Transactions | $148.86(11) | 07/11/2025 | X | 636,151 | 07/14/2025 | 07/14/2028 | Common Stock | 636,151 | $81 | 636,151 | I | See footnotes(1)(2)(3)(4) | |||
| Call Option on Cash Settled Share Forward Transactions | $98 | 07/11/2025 | X(8)(9) | 2,501,339 | 12/19/2023 | 07/18/2025 | Cash Settled Share Forward Transactions | 2,501,339 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Cash Settled Share Forward Transactions | $153.87(10) | 07/11/2025 | X | 2,501,339 | 07/14/2025 | 07/14/2028 | Common Stock | 2,501,339 | $98 | 2,501,339 | I | See footnotes(1)(2)(3)(4) | |||
| Call Option on Cash Settled Share Forward Transactions | $81 | 07/11/2025 | X(8)(9) | 6,231,104 | 12/19/2023 | 07/18/2025 | Cash Settled Share Forward Transactions | 6,231,104 | $0 | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Cash Settled Share Forward Transactions | $148.86(11) | 07/11/2025 | X | 6,231,104 | 07/14/2025 | 07/14/2028 | Common Stock | 6,231,104 | $81 | 6,231,104 | I | See footnotes(1)(2)(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR Cobalt Advisor LLC, a Delaware limited liability company ("MR Cobalt"), and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. |
| 2. MR Cobalt, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Cobalt Offshore Fund AB LLC and MR Cobalt Offshore Fund CB 02 LLC, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). |
| 3. MR Cobalt, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR Cobalt, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Paul C. Hilal's position as ultimately controlling MR Cobalt and Mantle Ridge, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. |
| 4. Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the other Reporting Persons may be directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. |
| 5. On July 11, 2025, each Mantle Ridge Fund exercised its American-style call option transactions exercisable into share forward transactions that may be cash or physically settled (the "PSF-Option Agreements") with an unaffiliated third-party financial institution (the "Option Counterparty") pursuant to which, upon paying the strike price of such PSF-Option Agreements, each Mantle Ridge Fund and the Option Counterparty were deemed to enter into such share forward transactions (each, a "Deemed PSF Agreement") collectively referencing an aggregate number of shares of Common Stock equal to the number of shares underlying the options exercised. |
| 6. [continued from FN(5)] Under the terms of the Deemed PSF Agreements, at maturity, subject to certain conditions, the Mantle Ridge Funds will purchase each share of Common Stock underlying its Deemed PSF Agreements at the agreed-upon forward price plus a financing charge, unless the conditions to physical settlement are not satisfied or the Mantle Ridge Funds elect cash settlement, in which case cash settlement will apply and the relevant Mantle Ridge Fund will pay to the Option Counterparty any decrease in, and receive from the Option Counterparty any increase in, the market price of the referenced number of shares of Common Stock during a period determined in accordance with the Deemed PSF Agreement around each valuation date (including if the relevant Mantle Ridge Fund elects to early terminate such Deemed PSF Agreement) compared with the agreed-upon forward price (plus a financing charge), as adjusted to account for any cash dividends or distributions declared by the Issuer. |
| 7. [continued from FN(6)] The relevant Mantle Ridge Fund may elect to terminate the Deemed PSF Agreement early, in which case the valuation date will occur on such early termination date. |
| 8. On July 11, 2025, each Mantle Ridge Fund exercised its American-style call option transactions exercisable into cash-settled share forward transactions (the "CSF-Option Agreements") with the Option Counterparty pursuant to which, upon paying the strike price of such CSF-Option Agreements, each Mantle Ridge Fund and the Option Counterparty were deemed to enter into such share forward transactions (each, a "Deemed CSF Agreement") collectively referencing an aggregate number of shares of Common Stock equal to the shares underlying the number of options exercised. |
| 9. [continued from FN(8)] Under the terms of the Deemed CSF Agreements, at maturity or upon early termination, the Mantle Ridge Funds will pay to the Option Counterparty any decrease in, and receive from the Option Counterparty any increase in, the market price of the referenced number of shares of Common Stock during a period determined in accordance with the Deemed CSF Agreement around each valuation date compared with the agreed-upon forward price (plus a financing charge), as adjusted to account for any cash dividends or distributions declared by the Issuer. The relevant Mantle Ridge Fund may elect to terminate the Deemed CSF Agreement early, in which case the valuation date will occur on such early termination date. |
| 10. The forward price for the relevant Deemed PSF Agreements or Deemed CSF Agreements, as applicable, is $153.87 (subject to certain adjustments in accordance with the Deemed PSF Forwards or the Deemed CSF Agreements, as applicable), which forward price is rounded to the nearest hundredth and represents the strike price plus a previously paid premium under the relevant PSF-Option Agreement or CSF-Option Agreements, as applicable. |
| 11. The forward price for the relevant Deemed PSF Agreements or Deemed CSF Agreements, as applicable, is $148.86 (subject to certain adjustments in accordance with the Deemed PSF Agreements or the Deemed CSF Agreements, as applicable), which forward price is rounded to the nearest hundredth and represents the strike price plus a previously paid premium under the relevant PSF-Option Agreement or CSF-Option Agreements, as applicable. |
| MANTLE RIDGE LP, By: Mantle Ridge GP LLC, its general partner, PCH MR Advisor Holdings LLC, its managing member, /s/ Paul C. Hilal, Sole Member | 07/15/2025 | |
| MR COBALT ADVISOR LLC, By: Mantle Ridge LP, its sole member, Mantle Ridge GP LLC, its general partner, PCH MR Advisor Holdings LLC, its managing member, /s/ Paul C. Hilal, Sole Member | 07/15/2025 | |
| /s/ Paul C. Hilal | 07/15/2025 | |
| ** 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 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). | ||
| 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. | ||