Mantle Ridge LP - Dec 19, 2023 Form 4 Insider Report for DOLLAR TREE, INC. (DLTR)

Signature
MANTLE RIDGE LP, By: Mantle Ridge GP LLC, its general partner, By: PCH MR Advisor Holdings LLC, its managing member, By: /s/ Paul C. Hilal, Paul C. Hilal, Sole Member
Stock symbol
DLTR
Transactions as of
Dec 19, 2023
Transactions value $
$69,573,496
Form type
4
Date filed
12/21/2023, 05:24 PM
Previous filing
Aug 9, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DLTR Common Stock Purchase $1.12M +8.41K +0.07% $132.65 11.4M Dec 20, 2023 See footnotes F1, F5, F6, F7, F8
transaction DLTR Common Stock Purchase $15M +112K +0.99% $133.68 11.5M Dec 20, 2023 See footnotes F2, F5, F6, F7, F8
transaction DLTR Common Stock Purchase $75M +558K +4.86% $134.43 12M Dec 20, 2023 See footnotes F3, F5, F6, F7, F8
transaction DLTR Common Stock Purchase $8.2M +60.6K +0.5% $135.35 12.1M Dec 20, 2023 See footnotes F4, F5, F6, F7, F8, F9

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DLTR Physically Settled Options to Buy Common Stock Sale -$15.2M -252K -100% $60.27 0 Dec 19, 2023 Common Stock 252K $75.00 See footnote F10
transaction DLTR Physically Settled Options to Buy Common Stock Sale -$32.7M -502K -100% $65.14 0 Dec 19, 2023 Common Stock 502K $70.00 See footnote F10
transaction DLTR Physically Settled Options to Buy Common Stock Sale -$32.1M -493K -100% $65.14 0 Dec 19, 2023 Common Stock 493K $70.00 See footnote F10
transaction DLTR Physically Settled Options to Buy Common Stock Sale -$7.57M -116K -100% $65.14 0 Dec 19, 2023 Common Stock 116K $70.00 See footnote F10
transaction DLTR Physically Settled Options to Buy Common Stock Purchase $50.3M +900K $55.87 900K Dec 19, 2023 Common Stock 900K $98.00 See footnote F10
transaction DLTR Physically Settled Options to Buy Common Stock Purchase $43.2M +636K $67.86 636K Dec 19, 2023 Common Stock 636K $81.00 See footnote F10
transaction DLTR Option for Cash Settled Forward Contracts Sale -$140M -1.75M -100% $79.83 0 Dec 19, 2023 Common Stock 1.75M $55.00 See footnotes F11, F12
transaction DLTR Option for Cash Settled Forward Contracts Sale -$140M -1.75M -100% $80.01 0 Dec 19, 2023 Common Stock 1.75M $55.00 See footnotes F11, F12
transaction DLTR Option for Cash Settled Forward Contracts Sale -$141M -1.75M -100% $80.23 0 Dec 19, 2023 Common Stock 1.75M $55.00 See footnotes F11, F12
transaction DLTR Option for Cash Settled Forward Contracts Sale -$13.8M -184K -100% $74.93 0 Dec 19, 2023 Common Stock 184K $60.00 See footnotes F11, F12
transaction DLTR Option for Cash Settled Forward Contracts Sale -$22.6M -302K -100% $74.93 0 Dec 19, 2023 Common Stock 302K $60.00 See footnotes F11, F12
transaction DLTR Option for Cash Settled Forward Contracts Sale -$141M -2.16M -100% $65.14 0 Dec 19, 2023 Common Stock 2.16M $70.00 See footnotes F11, F12
transaction DLTR Option for Cash Settled Forward Contracts Purchase $140M +2.5M $55.87 2.5M Dec 19, 2023 Common Stock 2.5M $98.00 See footnotes F11, F12
transaction DLTR Option for Cash Settled Forward Contracts Purchase $423M +6.23M $67.86 6.23M Dec 19, 2023 Common Stock 6.23M $81.00 See footnotes F11, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects the weighted average purchase price for the reported transactions. The shares were purchased in multiple transactions at prices ranging from $132.26 to $132.91, inclusive. The Reporting Person will provide the SEC staff, the Issuer, or any security holder of the Issuer, upon request for same, with the full information regarding the number of shares purchased at each separate price within the range specified.
F2 Reflects the weighted average purchase price for the reported transactions. The shares were purchased in multiple transactions at prices ranging from $133.03 to $134.00, inclusive. The Reporting Person will provide the SEC staff, the Issuer, or any security holder of the Issuer, upon request for same, with the full information regarding the number of shares purchased at each separate price within the range specified.
F3 Reflects the weighted average purchase price for the reported transactions. The shares were purchased in multiple transactions at prices ranging from $134.00 to $134.99, inclusive. The Reporting Person will provide the SEC staff, the Issuer, or any security holder of the Issuer, upon request for same, with the full information regarding the number of shares purchased at each separate price within the range specified.
F4 Reflects the weighted average purchase price for the reported transactions. The shares were purchased in multiple transactions at prices ranging from $135.00 to $135.72, inclusive. The Reporting Person will provide the SEC staff, the Issuer, or any security holder of the Issuer, upon request for same, with the full information regarding the number of shares purchased at each separate price within the range specified.
F5 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.
F6 MR Cobalt, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Cobalt Offshore Fund AB LLC, MR Cobalt Offshore Fund CB 01 Ltd, MR Cobalt Offshore Fund CB 02 LLC and MR Cobalt Offshore Fund CB 03 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds").
F7 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.
F8 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.
F9 This consists of 12,104,393 shares of Common Stock held by the Mantle Ridge Funds and 100 shares of Common Stock purchased by Mr. Hilal for his own account.
F10 At the close of business on December 19, 2023, the Reporting Persons simultaneously (a) terminated certain of their American-style call options on forwards that may be physically settled ("Physically Settled Call Options") and (b) purchased new Physically Settled Call Options with a strike price of $98 or $81 (as indicated above) and an expiration date of July 18, 2025, using as a reference price for such termination and purchase the closing price of the underlying common stock on such day, which was $133.60.
F11 At the close of business on December 19, 2023, the Reporting Persons simultaneously (a) terminated certain of their American-style call options on cash-settled forwards ("CSF Option Agreements") and (b) purchased new CSF Option Agreements with a strike price of $98 or $81 (as indicated above) and an expiration date of July 18, 2025, using as a reference price for such termination and purchase the closing price of the underlying common stock on such day, which was $133.60. Under the terms of the CSF Option Agreements, if such Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into cash-settled forward transactions referencing an aggregate number of shares of Common Stock equal to the number of options underlying the exercised option under the CSF Option Agreements.
F12 (Continued from Footnote 11) Under the terms of the cash settled forward agreements, such Mantle Ridge Fund will pay to the counterparty any decrease in, and receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the cash settled forward agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted to account for any cash dividends or distributions declared by the Issuer. The strike price plus a previously paid premium for the relevant CSF Option Agreement equals the forward price of the Cash Settled Forward Agreement subject to any adjustment as discussed.

Remarks:

In connection with the transactions described in this Form 4, the Mantle Ridge Funds will pay to the Issuer the amounts prescribed by Section 16(b) of the Securities Exchange Act of 1934 and the rules thereunder arising from the reported transactions.