SEC Form 4 · accession 0001101215-19-000040
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, 2019
Accepted (ET)
Feb 20, 2019 · 4:11 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 | 762 | — | A | 22,945 | D | |
| Common StockF2 | Feb 15, 2019 | A | 3,048 | — | A | 25,993 | D | |
| Common Stock | Feb 15, 2019 | F | 318 | $171.22 | D | 25,675 | D | |
| Common StockF4,F5 | Feb 19, 2019 | F | 156 | $174.28 | D | 24,980 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The new grant is for 762 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 251 units on each of 2/18/20 and 2/16/21 and on 260 units on 2/15/22, subject to continued employment by the Reporting Person on the vesting dates.
- F2The new grant is for 3,048 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.
- 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) 18,674 unrestricted shares; (b) 400 shares held in an IRA account; (c) 155 unvested units from an award of 455 time-based restricted stock units granted 2/15/17; (d) 433 unvested units from an award of 1,272 performance-based restricted stock units granted 2/15/17; (e) 374 unvested units from an award of 557 time-based restricted stock units granted 2/15/18; (f) 1,134 unvested units from an award of 1,692 performance-based restricted stock units granted 2/15/18; (g) the new grant for 762 time-based restricted stock units; and (h) the new grant for 3,048 performance-based restricted stock units.
- F5Based on the Company's EBT performance in 2018, 75.8% of the original award of 2,231 performance-based restricted stock units granted 2/15/18, or 1,692 units, were earned. The restrictions will lapse with respect to 558 units on 2/18/20 and with respect to 576 units on 2/16/21, subject to continued employment by the Reporting Person on the remaining vesting dates.