SEC Form 4 · accession 0001012975-17-000401
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 10, 2017
Accepted (ET)
May 12, 2017 · 7:00 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 share | May 10, 2017 | F | 10,032 | $37.495 | D | 587,383 | D | |
| Common Stock, par value $0.01 per share | May 10, 2017 | F | 9,030 | $37.495 | D | 578,353 | D | |
| Common Stock, par value $0.01 per shareF3 | May 10, 2017 | M | 57,364 | — | A | 635,717 | D | |
| Common Stock, par value $0.01 per share | May 10, 2017 | F | 29,744 | $37.495 | D | 605,973 | D | |
| Common Stock, par value $0.01 per shareF3 | May 11, 2017 | M | 36,805 | — | A | 642,778 | D | |
| Common Stock, par value $0.01 per share | May 11, 2017 | F | 19,084 | $37.0025 | D | 623,694 | D | |
| Common Stock, par value $0.01 per shareF5 | holding | — | — | — | 99,336 | I | By Family Limited Partnership | |
| Common Stock, par value $0.01 per shareF6 | 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 UnitsF3,F8 | — | May 10, 2017 | A | 114,729 | A | — | — | Common Stock | 114,729 | 114,729 | D |
| Performance Stock UnitsF3,F8 | — | May 10, 2017 | M | 57,364 | D | — | — | Common Stock | 57,364 | 57,365 | D |
| Performance Stock UnitsF3,F9 | — | May 10, 2017 | A | 38,949 | A | — | — | Common Stock | 38,949 | 38,949 | D |
| Employee Stock Option (right to buy)F10 | $37.495 | May 10, 2017 | A | 172,309 | A | — | May 10, 2025 | Common Stock | 172,309 | 172,309 | D |
| Performance Stock UnitsF3,F11 | — | May 11, 2017 | M | 36,805 | D | — | — | Common Stock | 36,805 | 36,805 | D |
Explanation of responses
- F1Represents the surrender of shares to the Company to satisfy Mr. Temares's tax withholding obligation upon the vesting of shares of restricted stock previously granted to Mr. Temares.
- F10The Employee Stock Options become exercisable in five equal annual installments commencing on May 10, 2018.
- F11With certain exceptions, the PSUs vest in three equal annual installments commencing on May 11, 2016, subject to Mr. Temares's continued service to the Company on such dates.
- F2Represents the vesting of performance stock units ("PSUs") previously granted to Mr. Temares.
- F3The PSUs convert on a one-for-one basis into common stock.
- F4Represents the surrender of shares to the Company to satisfy Mr. Temares's tax withholding obligation upon the vesting of PSUs previously granted to Mr. Temares.
- F5Represents 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. Mr. Temares disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
- F6Represents shares held by a family limited partnership established by Mr. Temares's mother. Mr. Temares disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
- F7Represents PSUs earned based upon the achievement of a performance-based test for these PSUs previously granted.
- F8With certain exceptions, the PSUs vest in two equal annual installments commencing on May 10, 2017, subject to Mr. Temares's continued service to the Company on such dates.
- F9With certain exceptions, the PSUs vest on May 12, 2018, subject to Mr. Temares's continued service to the Company on such date.