SEC Form 4 · accession 0001101215-19-000038
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, 2019
Accepted (ET)
Feb 20, 2019 · 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, 2019 | A | 728 | — | A | 8,113 | D | |
| Common StockF2 | Feb 15, 2019 | A | 1,457 | — | A | 9,570 | D | |
| Common StockF3 | Feb 15, 2019 | A | 1,457 | — | A | 11,027 | D | |
| Common Stock | Feb 15, 2019 | F | 281 | $171.22 | D | 10,746 | D | |
| Common StockF5,F6,F7 | Feb 19, 2019 | F | 98 | $174.28 | D | 9,475 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The new grant is for 728 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 240 units on each of 2/18/20 and 2/16/21 and on 248 units on 2/15/22, subject to continued employment by the Reporting Person on the vesting dates.
- F2The new grant is for 1,457 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 1,457 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) 3,681 unrestricted shares; (b) 160 unvested units from an award of 470 time-based restricted stock units granted 2/15/17; (c) 222 unvested units from an award of 656 performance-based restricted stock units granted 2/15/17; (d) 321 unvested units from an award of 479 time-based restricted stock units granted 2/15/18; (e) 488 unvested units from an award of 729 performance-based restricted stock units granted 2/15/18; (f) 961 unvested performance-based restricted stock units granted 2/15/18; (g) the new grant for 728 time-based restricted stock units; (h) the new grant for 1,457 performance-based restricted stock units; and (i) the new grant for 1,457 performance-based restricted stock units.
- F6Based on the Company's EBT performance in 2018, 75.8% of the original award of 961 performance-based restricted stock units granted 2/15/18, or 729 units, were earned. The restrictions will lapse with respect to 241 units on 2/18/20 and with respect to 247 units on 2/16/21, subject to continued employment by the Reporting Person on the remaining vesting dates.
- F7The grant for 941 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.