SEC FORM 4

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Mantle Ridge LP

(Last)

(First)

(Middle)

712 FIFTH AVENUE, SUITE 17F

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DOLLAR TREE, INC. [ DLTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Director by deputization

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Call options on cash-settled forwards (right to buy)	$55.8	12/09/2022		X			114,749	08/12/2021	02/13/2023	Common Stock	114,749	⁽⁵⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Cash-settled forward contracts	$55.8	12/09/2022		X		114,749		12/13/2022	12/15/2025	Common Stock	114,749	⁽⁵⁾	114,749	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Cash-settled forward contracts	$55.8	12/09/2022		J			44,490	12/13/2022	12/15/2025	Common Stock	44,490	$143.91	70,259	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Call options on cash-settled forwards (right to buy)	$55.94	12/09/2022		X			35,171	08/13/2021	02/13/2023	Common Stock	35,171	⁽⁵⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Cash-settled forward contracts	$55.94	12/09/2022		X		35,171		12/13/2022	12/15/2025	Common Stock	35,171	⁽⁵⁾	35,171	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Cash-settled forward contracts	$55.94	12/09/2022		J			13,672	12/13/2022	12/15/2025	Common Stock	13,672	$143.91	21,499	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Call options on cash-settled forwards (right to buy)	$56.06	12/09/2022		X			240,105	08/16/2021	02/16/2023	Common Stock	240,105	⁽⁵⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Cash-settled forward contracts	$56.06	12/09/2022		X		240,105		12/13/2022	12/15/2025	Common Stock	240,105	⁽⁵⁾	240,105	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Cash-settled forward contracts	$56.06	12/09/2022		J			93,534	12/13/2022	12/15/2025	Common Stock	93,534	$143.91	146,571	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Call options on cash-settled forwards (right to buy)	$55.29	12/09/2022		X			290,000	08/17/2021	02/17/2023	Common Stock	290,000	⁽⁵⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Cash-settled forward contracts	$55.29	12/09/2022		X		290,000		12/13/2022	12/15/2025	Common Stock	290,000	⁽⁵⁾	290,000	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Cash-settled forward contracts	$55.29	12/09/2022		J			111,414	12/13/2022	12/15/2025	Common Stock	111,414	$143.91	178,586	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Call options on cash-settled forwards (right to buy)	$55.88	12/09/2022		X			388,000	08/18/2021	02/21/2023	Common Stock	388,000	⁽⁵⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Cash-settled forward contracts	$55.88	12/09/2022		X		388,000		12/13/2022	12/15/2025	Common Stock	388,000	⁽⁵⁾	388,000	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Cash-settled forward contracts	$55.88	12/09/2022		J			150,664	12/13/2022	12/15/2025	Common Stock	150,664	$143.91	237,336	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Call options on cash-settled forwards (right to buy)	$55.61	12/09/2022		X			310,000	08/19/2021	02/21/2023	Common Stock	310,000	⁽⁵⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Cash-settled forward contracts	$55.61	12/09/2022		X		310,000		12/13/2022	12/15/2025	Common Stock	310,000	⁽⁵⁾	310,000	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Cash-settled forward contracts	$55.61	12/09/2022		J			119,801	12/13/2022	12/15/2025	Common Stock	119,801	$143.91	190,199	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Call options on cash-settled forwards (right to buy)	$56.09	12/09/2022		X			128,986	08/20/2021	02/21/2023	Common Stock	128,986	⁽⁵⁾	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Cash-settled forward contracts	$56.09	12/09/2022		X		128,986		12/13/2022	12/15/2025	Common Stock	128,986	⁽⁵⁾	128,986	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Cash-settled forward contracts	$56.09	12/09/2022		J			50,275	12/13/2022	12/15/2025	Common Stock	50,275	$143.91	78,711	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

Mantle Ridge LP

(Last)

(First)

(Middle)

712 FIFTH AVENUE, SUITE 17F

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MR Cobalt Advisor LLC

(Last)

(First)

(Middle)

712 FIFTH AVENUE, SUITE 17F

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Hilal Paul C

(Last)

(First)

(Middle)

712 FIFTH AVENUE, SUITE 17F

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

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 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").

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. 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.

Remarks:

	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	12/13/2022
	MR COBALT ADVISOR LLC, By: Mantle Ridge LP, its sole member, 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	12/13/2022
	/s/ Paul C. Hilal, Paul C. Hilal	12/13/2022
	** 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).
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