SEC Form 4 · accession 0001101215-18-000044
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, 2018
Accepted (ET)
Feb 20, 2018 · 4:08 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 | 1,897 | — | A | 43,374 | D | |
| Common StockF2 | Feb 15, 2018 | A | 3,797 | — | A | 47,171 | D | |
| Common StockF3 | Feb 15, 2018 | A | 3,797 | — | A | 50,968 | D | |
| Common StockF4 | Feb 15, 2018 | A | 1,053 | — | A | 52,021 | D | |
| Common StockF6,F7 | Feb 15, 2018 | F | 1,244 | $243.99 | D | 49,584 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The new grant is for 1,897 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 626 units on each of 2/15/19 and 2/18/20 and on 645 units on 2/16/21, subject to continued employment by the Reporting Person on the vesting dates.
- F2The new grant is for 3,797 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 3,797 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 2,106 performance-based restricted stock units granted 2/15/17 were earned, resulting in an additional 1,053 units, for a total of 3,159 units. The restrictions will lapse with respect to 1,579 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) 25,858 unrestricted shares; (b) 451 unvested units from an award of 1,326 time-based restricted stock units granted 2/17/15; (c) 1,804 unvested units from an award of 5,305 performance-based restricted stock units granted 2/17/15; (d) 1,188 unvested units from an award of 1,774 time-based restricted stock units granted 2/16/16; (e) 2,116 unvested units from an award of 3,158 performance-based restricted stock units granted 2/16/16; (f) 1,320 unvested units from an award of 1,969 time-based restricted stock units granted 2/15/17; (g) 1,839 unvested units from an award of 2,745 performance-based restricted stock units granted 2/15/17; (h) 3,938 unvested performance-based restricted stock units granted 2/15/17; (i) 1,579 unvested units from an award of 3,159 performance-based restricted stock units granted 2/15/17; (j) the new grant for 1,897 time-based restricted stock units;
- F7Based on the Company's EBT performance in 2017, 69.7% of the original award of 3,938 performance-based restricted stock units granted 2/15/17, or 2,745 units, were earned. The restrictions will lapse with respect to 907 units on 2/15/19 and with respect to 932 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 3,797 performance-based restricted stock units; and (l) the new grant for 3,797 performance-based restricted stock units.