SEC Form 4 · accession 0001012975-17-000405
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 10, 2017
Accepted (ET)
May 12, 2017 · 7:04 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 shareF2 | May 10, 2017 | F | 1,622 | $37.495 | D | 63,625 | D | |
| Common Stock, par value $0.01 per share | May 10, 2017 | F | 1,602 | $37.495 | D | 62,023 | D | |
| Common Stock, par value $0.01 per shareF4 | May 10, 2017 | M | 8,237 | — | A | 70,260 | D | |
| Common Stock, par value $0.01 per share | May 10, 2017 | F | 3,069 | $37.495 | D | 67,191 | D | |
| Common Stock, par value $0.01 per shareF4 | May 11, 2017 | M | 5,285 | — | A | 72,476 | D | |
| Common Stock, par value $0.01 per share | May 11, 2017 | F | 1,969 | $37.0025 | D | 70,507 | D | |
| Common Stock, par value $0.01 per shareF2,F6 | holding | — | — | — | 347,942 | I | By Spouse | |
| Common Stock, par value $0.01 per shareF2,F7 | holding | — | — | — | 1,000,000 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF4,F9 | — | May 10, 2017 | A | 16,474 | A | — | — | Common Stock | 16,474 | 16,474 | D |
| Performance Stock UnitsF4,F9 | — | May 10, 2017 | M | 8,237 | D | — | — | Common Stock | 8,237 | 8,237 | D |
| Performance Stock UnitsF4,F10 | — | May 10, 2017 | A | 6,016 | A | — | — | Common Stock | 6,016 | 6,016 | D |
| Performance Stock UnitsF4,F11 | — | May 11, 2017 | M | 5,285 | D | — | — | Common Stock | 5,285 | 5,285 | D |
Explanation of responses
- F1Represents the surrender of shares to the Company to satisfy Mr. Eisenberg's tax withholding obligation upon the vesting of shares of restricted stock previously granted to Mr. Eisenberg.
- F10With certain exceptions, the PSUs vest on May 12, 2018, subject to Mr. Eisenberg's continued service to the Company on such date.
- F11With certain exceptions, the PSUs vest in three equal annual installments commencing on May 11, 2016, subject to Mr. Eisenberg's continued service to the Company on such dates.
- F2The amount of shares reported reflects (i) Mr. Eisenberg's prior (A) receipt of 521,913 shares from a trust and (B) contribution of 1,000,000 shares to a trust and (ii) Mr. Eisenberg's spouse's prior receipt of 347,942 shares from a trust. Each of the foregoing transactions was exempt from reporting pursuant to Rule 16a-13.
- F3Represents the vesting of performance stock units ("PSUs") previously granted to Mr. Eisenberg.
- F4The PSUs convert on a one-for-one basis into common stock.
- F5Represents 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.
- F6Represents shares held by Maxine Eisenberg, Mr. Eisenberg's spouse. Mr. Eisenberg disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
- F7Represents shares held by a trust for the benefit of Mr. Eisenberg and his family members. Mr. Eisenberg disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
- F8Represents PSUs earned based upon the achievement of a performance-based test for these PSUs previously granted.
- F9With certain exceptions, the PSUs vest in two equal annual installments commencing on May 10, 2017, subject to Mr. Eisenberg's continued service to the Company on such dates.