SEC Form 4 · accession 0001101215-16-000296
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, 2016
Accepted (ET)
Feb 19, 2016 · 4:07 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 | Feb 17, 2016 | F | 1,295 | $191.10 | D | 27,084 | D | |
| Common StockF2,F3 | Feb 18, 2016 | F | 1,731 | $198.32 | D | 25,353 | 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
- F1Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
- F2The 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) 519 unvested units from an award of 1,525 time-based restricted stock units granted 2/18/14; (d) 2,811 unvested units from an award of 8,267 performance-based restricted stock units granted 2/18/14; (e) 982 unvested units from an award of 1,465 time-based restricted stock units granted 2/17/15; (f) 3,929 unvested units from an award of 5,864 performance-based restricted stock units granted 2/17/15; (g) 1,830 unvested time-based restricted stock units granted 2/16/16; (h) 7,323 unvested performance-based restricted stock units granted 2/16/16; and (i) 2,623 unrestricted shares.
- F3Based on the Company's EBT performance in 2015, 100% of the original award of 5,864 performance-based restricted stock units granted 2/17/15 were earned. The restrictions will lapse with respect to 1,935 units on 2/17/17 and with respect to 1,994 units on 2/20/18, subject to continued employment by the Reporting Person on the remaining vesting dates.
- F4The shares are held by 2456779 Ontario Inc., an Ontario, Canada corporation, of which the reporting person is the sole shareholder.