SEC Form 4 · accession 0001101215-18-000047
BREAD FINANCIAL HOLDINGS, INC. · BFH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Laura Santillan
Officer — SVP, Chief Acctg. Officer
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 4:10 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 | 557 | — | A | 20,934 | D | |
| Common StockF2 | Feb 15, 2018 | A | 2,231 | — | A | 23,165 | D | |
| Common StockF4,F5 | Feb 15, 2018 | F | 139 | $243.99 | D | 22,474 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The new grant is for 557 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 183 units on 2/15/19, on 184 units on 2/18/20 and on 190 units on 2/16/21, subject to continued employment by the Reporting Person on the vesting dates.
- F2The new grant is for 2,231 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.
- F3Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
- F4The total number of securities beneficially owned includes: (a) 16,308 unrestricted shares; (b) 400 shares held in an IRA account; (c) 113 unvested units from an award of 331 time-based restricted stock units granted 2/17/15; (d) 452 unvested units from an award of 1,327 performance-based restricted stock units granted 2/17/15; (e) 274 unvested units from an award of 410 time-based restricted stock units granted 2/16/16; (f) 981 unvested units from an award of 1,464 performance-based restricted stock units granted 2/16/16; (g) 305 unvested units from an award of 455 time-based restricted stock units granted 2/15/17; (h) 853 unvested units from an award of 1,272 performance-based restricted stock units granted 2/15/17; (i) the new grant for 557 time-based restricted stock units; and (j) the new grant for 2,231 performance-based restricted stock units.
- F5Based on the Company's EBT performance in 2017, 69.7% of the original award of 1,824 performance-based restricted stock units granted 2/15/17, or 1,272 units, were earned. The restrictions will lapse with respect to 420 units on 2/15/19 and with respect to 433 units on 2/18/20, subject to continued employment by the Reporting Person on the remaining vesting dates.