SEC Form 4 · accession 0001101215-15-000048
BREAD FINANCIAL HOLDINGS, INC. · BFH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Laura Santillan
Officer — SVP, Chief Acctg. Officer
Period of report
Feb 17, 2015
Accepted (ET)
Feb 19, 2015 · 4:11 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 | 331 | — | A | 23,243 | D | |
| Common StockF2 | Feb 17, 2015 | A | 1,327 | — | A | 24,570 | D | |
| Common StockF3 | Feb 18, 2015 | A | 500 | — | A | 25,070 | D | |
| Common StockF5 | Feb 18, 2015 | F | 205 | $283.85 | D | 24,865 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The new grant is for 331 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 109 units on each of 2/17/16 and 2/17/17 and on 113 units on 2/20/18, subject to continued employment by the Reporting Person on the vesting dates.
- F2The new grant is for 1,327 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 1,408 performance-based restricted stock units granted 2/18/14 were earned, resulting in an additional 500 units, for a total of 1,908 units. The restrictions will lapse with respect to 630 units on 2/18/16 and with respect to 649 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) 17,094 unrestricted shares; (b) 400 shares held in an IRA account; (c) 249 unvested units from an award of 731 time-based restricted stock units granted 2/21/12; (d) 1,493 unvested units from an award of 4,387 performance-based restricted stock units granted 2/21/12; (e) 373 unvested units from an award of 556 time-based restricted stock units granted 2/21/13; (f) 2,083 unvested units from an award of 3,108 performance-based restricted stock units granted 2/21/13; (g) 236 unvested units from an award of 352 time-based restricted stock units granted 2/18/14; (h) 1,279 unvested units from an award of 1,908 performance-based restricted stock units granted 2/18/14; (i) the new grant for 331 time-based restricted stock units; and (j) the new grant for 1,327 performance-based restricted stock units.