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DOLLAR TREE, INC. — Director's Dealing 2022
Dec 13, 2022
30307_dirs_2022-12-13_24b89a69-b664-49cb-8fd6-a8b6503617a9.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: DOLLAR TREE, INC. (DLTR)
CIK: 0000935703
Period of Report: 2022-12-09
Reporting Person: Mantle Ridge LP (Director by deputization)
Reporting Person: MR Cobalt Advisor LLC (Director by deputization)
Reporting Person: Hilal Paul C (Director)
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2022-12-09 | Call options on cash-settled forwards (right to buy) | $55.80 | X | 114749 | Disposed | 2023-02-13 | Common Stock (114749) | Indirect |
| 2022-12-09 | Cash-settled forward contracts | $55.80 | X | 114749 | Acquired | 2025-12-15 | Common Stock (114749) | Indirect |
| 2022-12-09 | Cash-settled forward contracts | $55.80 | J | 44490 | Disposed | 2025-12-15 | Common Stock (44490) | Indirect |
| 2022-12-09 | Call options on cash-settled forwards (right to buy) | $55.94 | X | 35171 | Disposed | 2023-02-13 | Common Stock (35171) | Indirect |
| 2022-12-09 | Cash-settled forward contracts | $55.94 | X | 35171 | Acquired | 2025-12-15 | Common Stock (35171) | Indirect |
| 2022-12-09 | Cash-settled forward contracts | $55.94 | J | 13672 | Disposed | 2025-12-15 | Common Stock (13672) | Indirect |
| 2022-12-09 | Call options on cash-settled forwards (right to buy) | $56.06 | X | 240105 | Disposed | 2023-02-16 | Common Stock (240105) | Indirect |
| 2022-12-09 | Cash-settled forward contracts | $56.06 | X | 240105 | Acquired | 2025-12-15 | Common Stock (240105) | Indirect |
| 2022-12-09 | Cash-settled forward contracts | $56.06 | J | 93534 | Disposed | 2025-12-15 | Common Stock (93534) | Indirect |
| 2022-12-09 | Call options on cash-settled forwards (right to buy) | $55.29 | X | 290000 | Disposed | 2023-02-17 | Common Stock (290000) | Indirect |
| 2022-12-09 | Cash-settled forward contracts | $55.29 | X | 290000 | Acquired | 2025-12-15 | Common Stock (290000) | Indirect |
| 2022-12-09 | Cash-settled forward contracts | $55.29 | J | 111414 | Disposed | 2025-12-15 | Common Stock (111414) | Indirect |
| 2022-12-09 | Call options on cash-settled forwards (right to buy) | $55.88 | X | 388000 | Disposed | 2023-02-21 | Common Stock (388000) | Indirect |
| 2022-12-09 | Cash-settled forward contracts | $55.88 | X | 388000 | Acquired | 2025-12-15 | Common Stock (388000) | Indirect |
| 2022-12-09 | Cash-settled forward contracts | $55.88 | J | 150664 | Disposed | 2025-12-15 | Common Stock (150664) | Indirect |
| 2022-12-09 | Call options on cash-settled forwards (right to buy) | $55.61 | X | 310000 | Disposed | 2023-02-21 | Common Stock (310000) | Indirect |
| 2022-12-09 | Cash-settled forward contracts | $55.61 | X | 310000 | Acquired | 2025-12-15 | Common Stock (310000) | Indirect |
| 2022-12-09 | Cash-settled forward contracts | $55.61 | J | 119801 | Disposed | 2025-12-15 | Common Stock (119801) | Indirect |
| 2022-12-09 | Call options on cash-settled forwards (right to buy) | $56.09 | X | 128986 | Disposed | 2023-02-21 | Common Stock (128986) | Indirect |
| 2022-12-09 | Cash-settled forward contracts | $56.09 | X | 128986 | Acquired | 2025-12-15 | Common Stock (128986) | Indirect |
| 2022-12-09 | Cash-settled forward contracts | $56.09 | J | 50275 | Disposed | 2025-12-15 | Common Stock (50275) | Indirect |
Footnotes
F1: 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.
F2: MR Cobalt, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Cobalt Offshore Fund AB Ltd, MR Cobalt Offshore Fund CB 01 Ltd and MR Cobalt Offshore Fund CB 02 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds").
F3: 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.
F4: 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.
F5: In order to comply with a contractual commitment in one of the Mantle Ridge Funds, all of its CSF-Option Agreements were net settled into an equivalent net number of Cash Settled Forward Agreements. The terms of the CSF-Option Agreements and Cash Settled Forward Agreements are described in a prior Form 3 filing. These transactions were effected solely to the extent required to satisfy the pre-existing contractual commitment described above. This settlement transaction fully satisfies that commitment, and none of the other Mantle Ridge Funds have a similar commitment.