Mantle Ridge LP - Mar 16, 2022 Form 3 Insider Report for DOLLAR TREE, INC. (DLTR)

Role: Director by deputization
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: Mar 16, 2022
Transactions value $: $0
Form type: 3
Date filed: 3/22/2022, 05:53 PM
Previous filing: Dec 17, 2021
Next filing: Aug 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	DLTR	Common Stock						11.4M	Mar 16, 2022	See footnotes	F1, F2, F3, F4, F5

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
holding	DLTR	Physically settled call options (right to buy)							Mar 16, 2022	Common Stock	252K	$75.00	See footnote	F6
holding	DLTR	Physically settled call options (right to buy)							Mar 16, 2022	Common Stock	502K	$70.00	See footnote	F6
holding	DLTR	Physically settled call options (right to buy)							Mar 16, 2022	Common Stock	493K	$70.00	See footnote	F6
holding	DLTR	Physically settled call options (right to buy)							Mar 16, 2022	Common Stock	116K	$70.00	See footnote	F6
holding	DLTR	Call options on cash-settled forwards (right to buy)							Mar 16, 2022	Common Stock	115K	$55.80	See footnotes	F7, F8
holding	DLTR	Call options on cash-settled forwards (right to buy)							Mar 16, 2022	Common Stock	35.2K	$55.94	See footnotes	F7, F8
holding	DLTR	Call options on cash-settled forwards (right to buy)							Mar 16, 2022	Common Stock	240K	$56.06	See footnotes	F7, F8
holding	DLTR	Call options on cash-settled forwards (right to buy)							Mar 16, 2022	Common Stock	290K	$55.29	See footnotes	F7, F8
holding	DLTR	Call options on cash-settled forwards (right to buy)							Mar 16, 2022	Common Stock	388K	$55.88	See footnotes	F7, F8
holding	DLTR	Call options on cash-settled forwards (right to buy)							Mar 16, 2022	Common Stock	310K	$55.61	See footnotes	F7, F8
holding	DLTR	Call options on cash-settled forwards (right to buy)							Mar 16, 2022	Common Stock	129K	$56.09	See footnotes	F7, F8
holding	DLTR	Call options on cash-settled forwards (right to buy)							Mar 16, 2022	Common Stock	1.75M	$55.00	See footnotes	F7, F8
holding	DLTR	Call options on cash-settled forwards (right to buy)							Mar 16, 2022	Common Stock	1.75M	$55.00	See footnotes	F7, F8
holding	DLTR	Call options on cash-settled forwards (right to buy)							Mar 16, 2022	Common Stock	1.75M	$55.00	See footnotes	F7, F8
holding	DLTR	Call options on cash-settled forwards (right to buy)							Mar 16, 2022	Common Stock	184K	$60.00	See footnotes	F7, F8
holding	DLTR	Call options on cash-settled forwards (right to buy)							Mar 16, 2022	Common Stock	302K	$60.00	See footnotes	F7, F8
holding	DLTR	Call options on cash-settled forwards (right to buy)							Mar 16, 2022	Common Stock	2.16M	$70.00	See footnotes	F7, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 3 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 3 (the "Subject Securities"). All Subject Securities reported on this Form 3 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	This consists of 11,365,531 shares of Common Stock held by the Mantle Ridge Funds and 100 shares of Common Stock purchased by Mr. Hilal for his own account.
F6	The Mantle Ridge Funds hold American-style call options on forwards (the "Call Options") which may be physically settled referencing an aggregate of 1,364,342 shares of Common Stock.
F7	Certain of the Mantle Ridge Funds are party to American-style call options on cash-settled forwards (the "CSF Option Agreements"). 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.
F8	(Continued from Footnote 7) 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.