SEC Form 4 · accession 0001101215-16-000481
BREAD FINANCIAL HOLDINGS, INC. · BFH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bryan J Kennedy
Officer — EVP & President, Epsilon
Period of report
Nov 21, 2016
Accepted (ET)
Nov 23, 2016 · 4:02 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 | Nov 21, 2016 | M | 4,872 | $63.35 | A | 127,533 | D | |
| Common StockF2 | Nov 21, 2016 | S | 4,872 | $225.962 | D | 122,661 | D | |
| Common StockF3,F4 | Nov 21, 2016 | S | 6,000 | $225.881 | D | 116,661 | D | |
| Common StockF5 | holding | — | — | — | 600 | I | By Norma Kay Kennedy Living Trust |
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 | $63.35 | Nov 21, 2016 | M | 4,872 | D | — | Feb 21, 2017 | Common Stock | 4,872 | 0 | D |
Explanation of responses
- F1Cashless exercise of employee stock options due to expire on February 21, 2017, 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 $225.93 to $226.00, 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 $225.85 to $225.90, inclusive.
- F4The total number of securities beneficially owned includes: (a) 99,855 unrestricted shares; (b) 511 unvested units from an award of 1,501 time-based restricted stock units granted 2/18/14; (c) 2,768 unvested units from an award of 8,141 performance-based restricted stock units granted 2/18/14; (d) 936 unvested units from an award of 1,396 time-based restricted stock units granted 2/17/15; (e) 3,742 unvested units from an award of 5,584 performance-based restricted stock units granted 2/17/15; (f) 1,769 unvested time-based restricted stock units granted 2/16/16; and (g) 7,080 unvested performance-based restricted stock units granted 2/16/16.
- F5The shares are held in the Norma Kay Kennedy Living Trust for the benefit of the Reporting Person's mother. The Reporting Person serves as trustee.
- F6This is an employee stock option grant that is fully vested.