SEC Form 4 · accession 0001101215-19-000036
BREAD FINANCIAL HOLDINGS, INC. · BFH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bryan J Kennedy
Officer — EVP & President, Epsilon
Period of report
Feb 15, 2019
Accepted (ET)
Feb 20, 2019 · 4:07 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, 2019 | A | 2,742 | — | A | 126,691 | D | |
| Common StockF2 | Feb 15, 2019 | A | 5,483 | — | A | 132,174 | D | |
| Common StockF3 | Feb 15, 2019 | A | 5,483 | — | A | 137,657 | D | |
| Common Stock | Feb 15, 2019 | F | 1,576 | $171.22 | D | 136,081 | D | |
| Common StockF5,F6,F7 | Feb 19, 2019 | F | 659 | $174.28 | D | 130,693 | D | |
| Common StockF8 | holding | — | — | — | 600 | I | By Norma Kay Kennedy Living Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The new grant is for 2,742 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 904 units on 2/18/20, on 905 units on 2/16/21 and on 933 units on 2/15/22, subject to continued employment by the Reporting Person on the vesting dates.
- F2The new grant is for 5,483 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 2/18/20 and 2/16/21 and with respect to 34% of such shares on 2/15/22 contingent on meeting an EBT metric for 2019 and subject to continued employment by the Reporting Person on the vesting dates.
- F3The new grant is for 5,483 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 2/16/21 contingent on meeting a relative total shareholder return metric for 2019 and 2020 and subject to continued employment by the Reporting Person on the vesting dates.
- F4Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
- F5The total number of securities beneficially owned includes: (a) 108,754.177 unrestricted shares; (b) 655 unvested units from an award of 1,926 time-based restricted stock units granted 2/15/17; (c) 913 unvested units from an award of 2,687 performance-based restricted stock units granted 2/15/17; (d) 1,211 unvested units from an award of 1,806 time-based restricted stock units granted 2/15/18; (e) 1,837 unvested units from an award of 2,741 performance-based restricted stock units granted 2/15/18; (f) 3,615 unvested performance-based restricted stock units granted 2/15/18; (g) the new grant for 2,742 time-based restricted stock units; (h) the new grant for 5,483 performance-based restricted stock units; and (i) the new grant for 5,483 performance-based restricted stock units.
- F6Based on the Company's EBT performance in 2018, 75.8% of the original award of 3,615 performance-based restricted stock units granted 2/15/18, or 2,741 units, were earned. The restrictions will lapse with respect to 905 units on 2/18/20 and with respect to 932 units on 2/16/21, subject to continued employment by the Reporting Person on the remaining vesting dates.
- F7The grant for 3,855 performance-based restricted stock units awarded on 2/15/17 was forfeited due to failure to meet the relative total shareholder return metric for 2017 and 2018.
- F8The shares are held in the Norma Kay Kennedy Living Trust for the benefit of the Reporting Person's mother. The Reporting Person serves as trustee.