SEC Form 4 · accession 0001012975-15-000355
BED BATH & BEYOND INC · BBBY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Warren Eisenberg
Officer — Co-Chairman · Director
Period of report
May 11, 2015
Accepted (ET)
May 13, 2015 · 7:38 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000886158
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1 | May 12, 2015 | M | 6,016 | — | A | 645,821 | D | |
| Common Stock, par value $0.01 per shareF2 | May 12, 2015 | F | 3,120 | $69.93 | D | 642,701 | D | |
| Common Stock, par value $0.01 per shareF3 | May 13, 2015 | S | 2,896 | $70.4471 | D | 639,805 | D | |
| Common Stock, par value $0.01 per shareF4 | holding | — | — | — | 69,068 | I | By Spouse | |
| Common Stock, par value $0.01 per shareF5 | holding | — | — | — | 1,500,000 | I | By Trusts |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F6 | $70.955 | May 11, 2015 | A | 21,629 | A | — | May 11, 2023 | Common Stock | 21,629 | 21,629 | D |
| Performance Stock UnitsF9,F7,F8 | — | May 11, 2015 | A | 18,046 | A | — | — | Common Stock | 18,046 | 18,046 | D |
| Performance Stock UnitsF1,F7,F8 | — | May 12, 2015 | M | 6,016 | D | — | — | Common Stock | 6,016 | 12,030 | D |
Explanation of responses
- F1Represents the vesting of performance stock units ("PSUs") previously granted to Mr. Eisenberg and which convert on a one-for-one basis into common stock.
- F2Represents the surrender of shares to the Company to satisfy Mr. Eisenberg's tax withholding obligation upon the vesting of PSUs previously granted to Mr. Eisenberg.
- F3This transaction was executed in multiple trades at prices ranging from $70.441 to $70.480. The price reported above reflects the weighted average sale price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Company or a security holder of the Company.
- F4Represents shares held by Maxine Eisenberg, Mr. Eisenberg's spouse. Mr. Eisenberg disclaims beneficial ownership of such shares.
- F5Represents shares held by trusts for the benefit of Mr. Eisenberg and his family members. Mr. Eisenberg disclaims beneficial ownership of 600,000 of such shares.
- F6The Employee Stock Option is exercisable in three (3) equal annual installments commencing on the first anniversary of the date of grant.
- F7The PSUs convert on a one-for-one basis into common stock.
- F8With certain exceptions, the PSUs vest in three (3) equal installments commencing on May 12, 2015, subject to Mr. Eisenberg's continued service to the Company on such dates.
- F9Represents PSUs earned based upon the achievement of a performance-based test for these PSUs previously granted.