SEC Form 4 · accession 0001101215-19-000039
BREAD FINANCIAL HOLDINGS, INC. · BFH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bryan A Pearson
Officer — EVP & President, LoyaltyOne
Period of report
Feb 15, 2019
Accepted (ET)
Feb 20, 2019 · 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, 2019 | A | 2,782 | — | A | 22,488 | D | |
| Common StockF2 | Feb 15, 2019 | A | 5,562 | — | A | 28,050 | D | |
| Common StockF3 | Feb 15, 2019 | A | 5,562 | — | A | 33,612 | D | |
| Common Stock | Feb 15, 2019 | F | 2,532 | $171.22 | D | 31,080 | D | |
| Common StockF5,F6,F7 | Feb 19, 2019 | F | 926 | $174.28 | D | 25,282 | D | |
| Common StockF8 | holding | — | — | — | 85,942 | I | By 2456779 Ontario Inc. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The new grant is for 2,782 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 918 units on each of 2/18/20 and 2/16/21 and on 946 units on 2/15/22, subject to continued employment by the Reporting Person on the vesting dates.
- F2The new grant is for 5,562 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 5,562 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) 2,996 unrestricted shares; (b) 678 unvested units from an award of 1,992 time-based restricted stock units granted 2/15/17; (c) 944 unvested units from an award of 2,778 performance-based restricted stock units granted 2/15/17; (d) 1,229 unvested units from an award of 1,833 time-based restricted stock units granted 2/15/18; (e) 1,862 unvested units from an award of 2,780 performance-based restricted stock units granted 2/15/18; (f) 3,667 unvested performance-based restricted stock units granted 2/15/18; (g) the new grant for 2,782 time-based restricted stock units; (h) the new grant for 5,562 performance-based restricted stock units; and (i) the new grant for 5,562 performance-based restricted stock units.
- F6Based on the Company's EBT performance in 2018, 75.8% of the original award of 3,667 performance-based restricted stock units granted 2/15/18, or 2,780 units, were earned. The restrictions will lapse with respect to 918 units on 2/18/20 and with respect to 944 units on 2/16/21, subject to continued employment by the Reporting Person on the remaining vesting dates.
- F7The grant for 3,985 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 by 2456779 Ontario Inc., an Ontario, Canada corporation, of which the reporting person is the sole shareholder.