SEC Form 4 · accession 0001012975-16-001239
BED BATH & BEYOND INC · BBBY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven H Temares
Officer — Chief Executive Officer · Director
Period of report
May 11, 2016
Accepted (ET)
May 13, 2016 · 4:32 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 11, 2016 | M | 36,806 | — | A | 597,746 | D | |
| Common Stock, par value $0.01 per shareF2 | May 11, 2016 | F | 19,084 | $44.455 | D | 578,662 | D | |
| Common Stock, par value $0.01 per shareF1 | May 12, 2016 | M | 38,949 | — | A | 617,611 | D | |
| Common Stock, par value $0.01 per shareF2 | May 12, 2016 | F | 20,196 | $43.25 | D | 597,415 | D | |
| Common Stock, par value $0.01 per shareF3 | holding | — | — | — | 99,336 | I | By Family Limited Partnership | |
| Common Stock, par value $0.01 per shareF4 | holding | — | — | — | 5,000 | I | By Family Limited Partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF8,F5,F6 | — | May 11, 2016 | A | 110,416 | A | — | — | Common Stock | 110,416 | 110,416 | D |
| Performance Stock UnitsF1,F5,F6 | — | May 11, 2016 | M | 36,806 | D | — | — | Common Stock | 36,806 | 73,610 | D |
| Performance Stock UnitsF1,F5,F7 | — | May 12, 2016 | M | 38,949 | D | — | — | Common Stock | 38,949 | 38,949 | D |
Explanation of responses
- F1Represents the vesting of performance stock units ("PSUs") previously granted to Mr. Temares and which convert on a one-for-one basis into common stock.
- F2Represents the surrender of shares to the Company to satisfy Mr. Temares' tax withholding obligation upon the vesting of PSUs previously granted to Mr. Temares.
- F3Represents shares held by a family limited partnership, of which Mr. Temares and his spouse are the sole general partners, and of which Mr. Temares and his spouse serve as limited partners together with trusts for the benefit of Mr. Temares, his spouse and his children.
- F4Represents shares held by a family limited partnership established by Mr. Temares' mother. Mr. Temares disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
- F5The PSUs convert on a one-for-one basis into common stock.
- F6With certain exceptions, the PSUs vest in three equal annual installments commencing on May 11, 2016, subject to Mr. Temares' continued service to the Company on such dates.
- F7With certain exceptions, the PSUs vest in three equal annual installments commencing on May 12, 2015, subject to Mr. Temares' continued service to the Company on such dates.
- F8Represents PSUs earned based upon the achievement of a performance-based test for these PSUs previously granted.