SEC Form 4 · accession 0001101215-15-000047
BREAD FINANCIAL HOLDINGS, INC. · BFH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bryan A Pearson
Officer — EVP & President, LoyaltyOne
Period of report
Feb 17, 2015
Accepted (ET)
Feb 19, 2015 · 4:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001101215
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 17, 2015 | A | 1,465 | — | A | 109,955 | D | |
| Common StockF2 | Feb 17, 2015 | A | 5,864 | — | A | 115,819 | D | |
| Common StockF3 | Feb 18, 2015 | A | 2,166 | — | A | 117,985 | D | |
| Common StockF5 | Feb 18, 2015 | F | 1,602 | $283.85 | D | 116,383 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The new grant is for 1,465 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 483 units on each of 2/17/16 and 2/17/17 and on 499 units on 2/20/18, subject to continued employment by the Reporting Person on the vesting dates.
- F2The new grant is for 5,864 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down at the time the performance restriction lapses. The restriction may lapse with respect to 33% of such shares on each of 2/17/16 and 2/17/17 and with respect to 34% of such shares on 2/20/18 contingent on meeting an EBT metric for 2015 and subject to continued employment by the Reporting Person on the vesting dates.
- F3Based on the Company's EBT performance in 2014, 135.5% of the original award of 6,101 performance-based restricted stock units granted 2/18/14 were earned, resulting in an additional 2,166 units, for a total of 8,267 units. The restrictions will lapse with respect to 2,728 units on 2/18/16 and with respect to 2,811 units on 2/21/17, subject to continued employment by the Reporting Person on the remaining vesting dates.
- F4Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
- F5The total number of securities beneficially owned includes: (a) 84,406 unrestricted shares; (b) 1,082 unvested units from an award of 3,181 time-based restricted stock units granted 2/21/12; (c) 6,491 unvested units from an award of 19,089 performance-based restricted stock units granted 2/21/12; (d) 1,598 unvested units from an award of 2,384 time-based restricted stock units granted 2/21/13; (e) 8,916 unvested units from an award of 13,306 performance-based restricted stock units granted 2/21/13; (f) 1,022 unvested units from an award of 1,525 time-based restricted stock units granted 2/18/14; (g) 5,539 unvested units from an award of 8,267 performance-based restricted stock units granted 2/18/14; (h) the new grant for 1,465 time-based restricted stock units; and (i) the new grant for 5,864 performance-based restricted stock units.