SEC Form 4 · accession 0001101215-17-000046
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
Feb 15, 2017
Accepted (ET)
Feb 17, 2017 · 4:11 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 15, 2017 | A | 1,926 | — | A | 118,825 | D | |
| Common StockF2 | Feb 15, 2017 | A | 3,855 | — | A | 122,680 | D | |
| Common StockF3 | Feb 15, 2017 | A | 3,855 | — | A | 126,535 | D | |
| Common StockF4 | Feb 15, 2017 | A | 2,102 | — | A | 128,637 | D | |
| Common StockF6,F7 | Feb 16, 2017 | F | 445 | $230.95 | D | 124,263 | D | |
| Common StockF8 | holding | — | — | — | 600 | I | By Norma Kay Kennedy Living Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The new grant is for 1,926 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 635 units on 2/15/18, on 636 units on 2/15/19 and on 655 units on 2/18/20, subject to continued employment by the Reporting Person on the vesting dates.
- F2The new grant is for 3,855 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the EBT performance metric for 2017. Following any such adjustment, restrictions will lapse with respect to 33% of such shares on each of 2/15/18 and 2/15/19 and with respect to 34% of such shares on 2/18/20, subject to continued employment by the Reporting Person on the vesting dates.
- F3The new grant is for 3,855 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the relative Total Shareholder Return performance metric for 2017-2018. Following any such adjustment, restrictions will lapse with respect to 100% of such shares on 2/15/19, subject to continued employment by the Reporting Person on the vesting date.
- F4The new grant is for 2,102 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the core earnings per share performance metric for 2017. Following any such adjustment, restrictions will lapse with respect to 50% of such shares on each of 2/15/18 and 2/15/19, subject to continued employment by the Reporting Person on the vesting dates.
- F5Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
- F6The total number of securities beneficially owned includes: (a) 101,272.177 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) 1,185 unvested units from an award of 1,769 time-based restricted stock units granted 2/16/16; (g) 2,111 unvested units from an award of 3,151 performance-based restricted stock units granted 2/16/16; (h) the new grant for 1,926 time-based restricted stock units; (i) the new grant for 3,855 performance-based restricted stock units; (j) the new grant for 3,855 performance-based restricted stock units; and (k) the new grant for 2,102 performance-based restricted stock units.
- F7The compensation committee's assessment of EBT performance for 2016 resulted in 89% payout; however, the compensation committee exercised its discretion to reduce the amount earned to 44.5% of the original award of 7,080 performance-based restricted stock units granted 2/16/16, or 3,151 units. The restrictions will lapse with respect to 1,040 units on 2/16/18 and with respect to 1,071 units on 2/19/19, subject to continued employment by the Reporting Person on the remaining vesting dates.
- F8The 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.