SEC Form 4 · accession 0001104659-18-033083
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, 2018
Accepted (ET)
May 14, 2018 · 9:14 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, 2018 | M | 57,365 | — | A | 699,812 | D | |
| Common Stock, par value $0.01 per shareF2 | May 10, 2018 | M | 68,649 | — | A | 768,461 | D | |
| Common Stock, par value $0.01 per share | May 10, 2018 | F | 33,810 | $16.845 | D | 734,651 | D | |
| Common Stock, par value $0.01 per shareF2 | May 11, 2018 | M | 36,805 | — | A | 771,456 | D | |
| Common Stock, par value $0.01 per share | May 11, 2018 | F | 18,127 | $16.845 | D | 753,329 | D | |
| Common Stock, par value $0.01 per shareF2 | May 12, 2018 | M | 38,949 | — | A | 792,278 | D | |
| Common Stock, par value $0.01 per shareF4 | holding | — | — | — | 99,336 | I | By Family Limited Partnership | |
| Common Stock, par value $0.01 per shareF5 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F6 | $16.845 | May 10, 2018 | A | 194,199 | A | — | May 10, 2026 | Common Stock | 194,199 | 194,199 | D |
| Performance Stock UnitsF2,F7 | — | May 10, 2018 | M | 57,365 | D | — | — | Common Stock | 57,365 | 0 | D |
| Performance Stock UnitsF2,F9 | — | May 10, 2018 | A | 68,649 | A | — | — | Common Stock | 68,649 | 68,649 | D |
| Performance Stock UnitsF2,F7 | — | May 10, 2018 | M | 68,649 | D | — | — | Common Stock | 68,649 | 0 | D |
| Performance Stock UnitsF2,F10 | — | May 10, 2018 | A | 36,806 | A | — | — | Common Stock | 36,806 | 36,806 | D |
| Performance Stock UnitsF2,F7 | — | May 11, 2018 | M | 36,805 | D | — | — | Common Stock | 36,805 | 0 | D |
| Performance Stock UnitsF2,F7 | — | May 12, 2018 | M | 38,949 | D | — | — | Common Stock | 38,949 | 0 | D |
Explanation of responses
- F1Represents the vesting of performance stock units ("PSUs") previously granted to Mr. Temares.
- F10With certain exceptions, the PSUs vest in full on May 11, 2019, subject to Mr. Temares's continued service to the Company on such date.
- F2The PSUs convert on a one-for-one basis into common stock.
- F3Represents 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.
- F4Represents 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.
- F5Represents 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.
- F6The Employee Stock Options become exercisable in five equal annual installments commencing on May 10, 2019.
- F7The PSUs were fully vested.
- F8Represents PSUs earned based upon the achievement of a performance-based test for these PSUs previously granted.
- F9With certain exceptions, the PSUs vest on May 10, 2018, subject to Mr. Temares's continued service to the Company on such date.