SEC Form 4 · accession 0001101215-18-000045
BREAD FINANCIAL HOLDINGS, INC. · BFH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph L Motes III
Officer — SVP, General Counsel & Secy
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 4:09 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 | 479 | — | A | 5,914 | D | |
| Common StockF2 | Feb 15, 2018 | A | 961 | — | A | 6,875 | D | |
| Common StockF3 | Feb 15, 2018 | A | 961 | — | A | 7,836 | D | |
| Common StockF4 | Feb 15, 2018 | A | 251 | — | A | 8,087 | D | |
| Common StockF6,F7 | Feb 15, 2018 | F | 183 | $243.99 | D | 7,619 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The new grant is for 479 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 158 units on each of 2/15/19 and 2/18/20 and on 163 units on 2/16/21, subject to continued employment by the Reporting Person on the vesting dates.
- F2The new grant is for 961 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 961 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 502 performance-based restricted stock units granted 2/15/17 were earned, resulting in an additional 251 units, for a total of 753 units. The restrictions will lapse with respect to 376 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) 1,793 unrestricted shares; (b) 565 unvested units from an award of 1,661 time-based restricted stock units granted 8/17/15; (c) 283 unvested units from an award of 423 time-based restricted stock units granted 2/16/16; (d) 506 unvested units from an award of 755 performance-based restricted stock units granted 2/16/16; (e) 315 unvested units from an award of 470 time-based restricted stock units granted 2/15/17; (f) 439 unvested units from an award of 656 performance-based restricted stock units granted 2/15/17; (g) 941 unvested performance-based restricted stock units granted 2/15/17; (h) 376 unvested units from an award of 753 performance-based restricted stock units granted 2/15/17; (i) the new grant for 479 time-based restricted stock units; (j) the new grant for 961 performance-based restricted stock units; and (k) the new grant for 961 performance-based restricted stock units.
- F7Based on the Company's EBT performance in 2017, 69.7% of the original award of 941 performance-based restricted stock units granted 2/15/17, or 656 units, were earned. The restrictions will lapse with respect to 217 units on 2/15/19 and with respect to 222 units on 2/18/20, subject to continued employment by the Reporting Person on the remaining vesting dates.