SEC Form 4 · accession 0001209191-19-017670
BJ's Wholesale Club Holdings, Inc. · BJ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kristyn M. Sugrue
Officer — SVP, Treasurer
Period of report
Mar 5, 2019
Accepted (ET)
Mar 7, 2019 · 2:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001531152
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Mar 5, 2019 | M | 20,000 | $7.00 | A | 52,224 | D | |
| Common StockF2 | Mar 5, 2019 | S | 20,000 | $25.15 | D | 32,224 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF3 | $7.00 | Mar 5, 2019 | M | 20,000 | D | — | Feb 28, 2027 | Common Stock | 20,000 | 30,242 | D |
| Stock OptionF4 | $7.00 | Mar 5, 2019 | A | 23,100 | A | Mar 5, 2019 | Feb 28, 2027 | Common Stock | 23,100 | 53,342 | D |
| Stock OptionF5 | $5.72 | Mar 5, 2019 | A | 1,400 | A | Mar 5, 2019 | Sep 20, 2026 | Common Stock | 1,400 | 1,400 | D |
Explanation of responses
- F1The exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on January 16, 2019, as amended.
- F2The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $26.00 to $26.525 inclusive. The reporting person undertakes to provide to BJ's Wholesale Club Holdings, Inc., any security holder of BJ's Wholesale Club Holdings, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2).
- F3This option is fully vested and currently exercisable.
- F4The amount reported reflects the number of shares of common stock that vested under the performance-vesting portion of the stock option granted on February 28, 2017 based upon the Issuer's March 5, 2019 determination of the applicable performance criteria achieved in fiscal year 2018.
- F5The amount reported reflects the number of shares of common stock that vested under the performance-vesting portion of the stock option granted on September 20, 2016 based upon the Issuer's March 5, 2019 determination of the applicable performance criteria achieved in fiscal year 2018.