SEC Form 4 · accession 0001101215-17-000047
BREAD FINANCIAL HOLDINGS, INC. · BFH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Melisa A Miller
Officer — EVP & Pres, Card Services
Period of report
Feb 15, 2017
Accepted (ET)
Feb 17, 2017 · 4:12 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,F6 | Feb 15, 2017 | A | 1,969 | — | A | 38,365 | D | |
| Common StockF2 | Feb 15, 2017 | A | 3,938 | — | A | 42,303 | D | |
| Common StockF3 | Feb 15, 2017 | A | 3,938 | — | A | 46,241 | D | |
| Common StockF4 | Feb 15, 2017 | A | 2,106 | — | A | 48,347 | D | |
| Common StockF6,F7 | Feb 16, 2017 | F | 557 | $230.95 | D | 43,852 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The new grant is for 1,969 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 649 units on 2/15/18, on 650 units on 2/15/19 and on 670 units on 2/18/20, subject to continued employment by the Reporting Person on the vesting dates.
- F2The new grant is for 3,938 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 3,938 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 2,106 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) 21,394 unrestricted shares; (b) 430 unvested units from an award of 1,263 time-based restricted stock units granted 2/18/14; (c) 2,329 unvested units from an award of 6,847 performance-based restricted stock units granted 2/18/14; (d) 889 unvested units from an award of 1,326 time-based restricted stock units granted 2/17/15; (e) 3,555 unvested units from an award of 5,305 performance-based restricted stock units granted 2/17/15; (f) 1,188 unvested units from an award of 1,774 time-based restricted stock units granted 2/16/16; (g) 2,116 unvested units from an award of 3,158 performance-based restricted stock units granted 2/16/16; (h) the new grant for 1,969 time-based restricted stock units; (i) the new grant for 3,938 performance-based restricted stock units; (j) the new grant for 3,938 performance-based restricted stock units; and (k) the new grant for 2,106 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 7,096 performance-based restricted stock units granted 2/16/16, or 3,158 units. The restrictions will lapse with respect to 1,043 units on 2/16/18 and with respect to 1,073 units on 2/19/19, subject to continued employment by the Reporting Person on the remaining vesting dates.