SEC Form 4 · accession 0001101215-18-000041
BREAD FINANCIAL HOLDINGS, INC. · BFH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward J Heffernan
Officer — President and CEO · Director
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 4:05 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, 2018 | A | 5,912 | — | A | 246,114 | D | |
| Common StockF2 | Feb 15, 2018 | A | 11,824 | — | A | 257,938 | D | |
| Common StockF3 | Feb 15, 2018 | A | 11,824 | — | A | 269,762 | D | |
| Common StockF4 | Feb 15, 2018 | A | 2,982 | — | A | 272,744 | D | |
| Common StockF6,F7 | Feb 15, 2018 | F | 2,881 | $243.99 | D | 266,484 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The new grant is for 5,912 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 1,950 units on 2/15/19, on 1,951 units on 2/18/20 and on 2,011 units on 2/16/21, subject to continued employment by the Reporting Person on the vesting dates.
- F2The new grant is for 11,824 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down at the time the performance restriction lapses. The restriction may lapse with respect to 33% of such shares on each of 2/15/19 and 2/18/20 and with respect to 34% of such shares on 2/16/21 contingent on meeting an EBT metric for 2018 and subject to continued employment by the Reporting Person on the vesting dates.
- F3The new grant is for 11,824 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down at the time the performance restriction lapses. The restriction may lapse with respect to 100% of such shares on 2/18/20 contingent on meeting a relative total shareholder return metric for 2018 and 2019 and subject to continued employment by the Reporting Person on the vesting dates.
- F4Based on the Company's EBT performance in 2017, 150% of the original award of 5,964 performance-based restricted stock units granted 2/15/17 were earned, resulting in an additional 2,982 units, for a total of 8,946 units. The restrictions will lapse with respect to 4,473 units on 2/15/19, subject to continued employment by the Reporting Person on the remaining 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) 196,502 unrestricted shares; (b) 1,297 unvested units from an award of 3,814 time-based restricted stock units granted 2/17/15; (c) 5,188 unvested units from an award of 15,257 performance-based restricted stock units granted 2/17/15; (d) 3,367 unvested units from an award of 5,026 time-based restricted stock units granted 2/16/16; (e) 5,994 unvested units from an award of 8,947 performance-based restricted stock units granted 2/16/16; (f) 3,738 unvested units from an award of 5,578 time-based restricted stock units granted 2/15/17; (g) 5,210 unvested units from an award of 7,776 performance-based restricted stock units granted 2/15/17; (h) 11,155 unvested performance-based restricted stock units granted 2/15/17; (i) 4,473 unvested units from an award of 8,946 performance-based restricted stock units granted 2/15/17; (j) the new grant for 5,912 time-based restricted stock units;
- F7Based on the Company's EBT performance in 2017, 69.7% of the original award of 11,155 performance-based restricted stock units granted 2/15/17, or 7,776 units, were earned. The restrictions will lapse with respect to 2,566 units on 2/15/19 and with respect to 2,644 units on 2/18/20, subject to continued employment by the Reporting Person on the remaining vesting dates.
Remarks
(6) Continued from above: (k) the new grant for 11,824 performance-based restricted stock units; and (l) the new grant for 11,824 performance-based restricted stock units.