SEC Form 4 · accession 0001101215-19-000037
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, 2019
Accepted (ET)
Feb 20, 2019 · 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, 2019 | A | 2,880 | — | A | 38,454 | D | |
| Common StockF2 | Feb 15, 2019 | A | 5,759 | — | A | 44,213 | D | |
| Common StockF3 | Feb 15, 2019 | A | 5,759 | — | A | 49,972 | D | |
| Common Stock | Feb 15, 2019 | F | 1,902 | $171.22 | D | 48,070 | D | |
| Common StockF5,F6,F7 | Feb 19, 2019 | F | 761 | $174.28 | D | 42,453 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The new grant is for 2,880 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 950 units on each of 2/18/20 and 2/16/21 and on 980 units on 2/15/22, subject to continued employment by the Reporting Person on the vesting dates.
- F2The new grant is for 5,759 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 5,759 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) 19,456 unrestricted shares; (b) 670 unvested units from an award of 1,969 time-based restricted stock units granted 2/15/17; (c) 932 unvested units from an award of 2,745 performance-based restricted stock units granted 2/15/17; (d) 1,271 unvested units from an award of 1,897 time-based restricted stock units granted 2/15/18; (e) 1,929 unvested units from an award of 2,879 performance-based restricted stock units granted 2/15/18; (f) 3,797 unvested performance-based restricted stock units granted 2/15/18; (g) the new grant for 2,880 time-based restricted stock units; (h) the new grant for 5,759 performance-based restricted stock units; and (i) the new grant for 5,759 performance-based restricted stock units.
- F6Based on the Company's EBT performance in 2018, 75.8% of the original award of 3,797 performance-based restricted stock units granted 2/15/18, or 2,879 units, were earned. The restrictions will lapse with respect to 950 units on 2/18/20 and with respect to 979 units on 2/16/21, subject to continued employment by the Reporting Person on the remaining vesting dates.
- F7The grant for 3,938 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.