SEC Form 4 · accession 0001012975-15-000359
BED BATH & BEYOND INC · BBBY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew Fiorilli
Officer — Senior VP - Stores
Period of report
May 11, 2015
Accepted (ET)
May 13, 2015 · 7:40 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 | 5,214 | — | A | 120,287 | D | |
| Common Stock, par value $0.01 per shareF2 | May 12, 2015 | F | 2,704 | $69.93 | D | 117,583 | D | |
| Common Stock, par value $0.01 per shareF3 | May 12, 2015 | F | 2,367 | $69.93 | D | 115,216 | D |
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)F4 | $70.955 | May 11, 2015 | A | 25,955 | A | — | May 11, 2023 | Common Stock | 25,955 | 25,955 | D |
| Performance Stock UnitsF7,F5,F6 | — | May 11, 2015 | A | 15,640 | A | — | — | Common Stock | 15,640 | 15,640 | D |
| Performance Stock UnitsF1,F5,F6 | — | May 12, 2015 | M | 5,214 | D | — | — | Common Stock | 5,214 | 10,426 | D |
Explanation of responses
- F1Represents the vesting of performance stock units ("PSUs") previously granted to Mr. Fiorilli and which convert on a one-for-one basis into common stock.
- F2Represents the surrender of shares to the Company to satisfy Mr. Fiorilli's tax withholding obligation upon the vesting of PSUs previously granted to Mr. Fiorilli.
- F3Represents the surrender of shares to the Company to satisfy Mr. Fiorilli's tax withholding obligation upon the vesting of shares of restricted stock previously granted to Mr. Fiorilli.
- F4The Employee Stock Option is exercisable in five (5) equal annual installments commencing on the first anniversary of the date of grant.
- F5The PSUs convert on a one-for-one basis into common stock.
- F6With certain exceptions, the PSUs vest in three (3) equal installments commencing on May 12, 2015, subject to Mr. Fiorilli's continued service to the Company on such dates.
- F7Represents PSUs earned based upon the achievement of a performance-based test for these PSUs previously granted.