SEC Form 4 · accession 0001101215-15-000049
BREAD FINANCIAL HOLDINGS, INC. · BFH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward J Heffernan
Officer — President and CEO · Director
Period of report
Feb 17, 2015
Accepted (ET)
Feb 19, 2015 · 4:40 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 | 3,814 | — | A | 219,324 | D | |
| Common StockF2 | Feb 17, 2015 | A | 15,257 | — | A | 234,581 | D | |
| Common StockF3 | Feb 18, 2015 | A | 5,327 | — | A | 239,908 | D | |
| Common StockF5 | Feb 18, 2015 | F | 3,334 | $283.85 | D | 236,574 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The new grant is for 3,814 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 1,258 units on 2/17/16, on 1,259 units on 2/17/17 and on 1,297 units on 2/20/18, subject to continued employment by the Reporting Person on the vesting dates.
- F2The new grant is for 15,257 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 15,006 performance-based restricted stock units granted 2/18/14 were earned, resulting in an additional 5,327 units, for a total of 20,333 units. The restrictions will lapse with respect to 6,710 units on 2/18/16 and with respect to 6,914 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) 162,606 unrestricted shares; (b) 2,031 unvested units from an award of 5,971 time-based restricted stock units granted 2/21/12; (c) 12,182 unvested units from an award of 35,828 performance-based restricted stock units granted 2/21/12; (d) 3,730 unvested units from an award of 5,567 time-based restricted stock units granted 2/21/13; (e) 20,816 unvested units from an award of 31,068 performance-based restricted stock units granted 2/21/13; (f) 2,514 unvested units from an award of 3,751 time-based restricted stock units granted 2/18/14; (g) 13,624 unvested units from an award of 20,333 performance-based restricted stock units granted 2/18/14; (h) the new grant for 3,814 time-based restricted stock units; and (i) the new grant for 15,257 performance-based restricted stock units.