SEC Form 4 · accession 0001101215-16-000288
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 16, 2016
Accepted (ET)
Feb 17, 2016 · 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 16, 2016 | A | 1,830 | — | A | 21,056 | D | |
| Common StockF2,F3 | Feb 16, 2016 | A | 7,323 | — | A | 28,379 | D | |
| Common StockF4 | holding | — | — | — | 80,841 | I | By 2456779 Ontario Inc. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The new grant is for 1,830 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 604 units on each of 2/16/17 and 2/16/18 and on 622 units on 2/19/19, subject to continued employment by the Reporting Person on the vesting dates.
- F2The new grant is for 7,323 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 2/16/17 and 2/16/18 and with respect to 34% of such shares on 2/19/19 contingent on meeting an EBT metric for 2016 and subject to continued employment by the Reporting Person on the vesting dates.
- F3The 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; (f) 5,864 unvested performance-based restricted stock units granted 2/17/15; (g) the new grant for 1,830 time-based restricted stock units; and (h) the new grant for 7,323 performance-based restricted stock units.
- F4The shares are held by 2456779 Ontario Inc., an Ontario, Canada corporation, of which the reporting person is the sole shareholder.