SEC Form 4 · accession 0001101215-15-000249
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
Dec 22, 2015
Accepted (ET)
Dec 24, 2015 · 1:01 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 Stock | Dec 22, 2015 | M | 4,000 | $43.01 | A | 23,226 | D | |
| Common StockF2 | Dec 22, 2015 | S | 3,301 | $273.839 | D | 19,925 | D | |
| Common StockF3,F4 | Dec 22, 2015 | S | 699 | $274.595 | D | 19,226 | D | |
| Common StockF5 | holding | — | — | — | 80,841 | I | By 2456779 Ontario Inc. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F6,F7 | $43.01 | Dec 22, 2015 | M | 4,000 | D | — | Feb 13, 2016 | Common Stock | 4,000 | 8,352 | D |
Explanation of responses
- F1Cashless exercise of employee stock options due to expire on February 13, 2016, ten years after such options were granted.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $273.38 to $274.34, inclusive. The reporting person undertakes to provide to Alliance Data Systems Corporation, any security holder of Alliance Data Systems Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $274.52 to $274.74, inclusive.
- F4The total number of securities beneficially owned includes: (a) 811 unvested units from an award of 2,384 time-based restricted stock units granted 2/21/13; (b) 4,525 unvested units from an award of 13,306 performance-based restricted stock units granted 2/21/13; (c) 1,022 unvested units from an award of 1,525 time-based restricted stock units granted 2/18/14; (d) 5,539 unvested units from an award of 8,267 performance-based restricted stock units granted 2/18/14; (e) 1,465 unvested time-based restricted stock units granted 2/17/15; and (f) 5,864 unvested performance-based restricted stock units granted 2/17/15.
- F5The shares are held by 2456779 Ontario Inc., an Ontario, Canada corporation, of which the reporting person is the sole shareholder.
- F6This is an employee stock option grant that is fully vested.
- F7The total number of derivative securities beneficially owned includes: (a) an option for 3,724 out of an original 7,724 shares granted 2/13/06, which is fully vested and (b) an option for 4,628 shares granted 2/21/07, which is fully vested.