SEC Form 4 · accession 0001101215-16-000482
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
Nov 22, 2016
Accepted (ET)
Nov 23, 2016 · 4:04 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 22, 2016 | M | 4,628 | $63.35 | A | 22,022 | D | |
| Common StockF2 | Nov 22, 2016 | S | 4,428 | $231.631 | D | 17,594 | D | |
| Common StockF3,F4 | Nov 22, 2016 | S | 200 | $232.055 | D | 17,394 | D | |
| Common StockF5 | holding | — | — | — | 85,942 | 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 | $63.35 | Nov 22, 2016 | M | 4,628 | D | — | Feb 21, 2017 | Common Stock | 4,628 | 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 $231.00 to $231.99, 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 $232.04 to $232.07, inclusive.
- F4The total number of securities beneficially owned includes: (a) 519 unvested units from an award of 1,525 time-based restricted stock units granted 2/18/14; (b) 2,811 unvested units from an award of 8,267 performance-based restricted stock units granted 2/18/14; (c) 982 unvested units from an award of 1,465 time-based restricted stock units granted 2/17/15; (d) 3,929 unvested units from an award of 5,864 performance-based restricted stock units granted 2/17/15; (e) 1,830 unvested time-based restricted stock units granted 2/16/16; and (f) 7,323 unvested performance-based restricted stock units granted 2/16/16.
- 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.