SEC Form 4 · accession 0001104659-18-033084
BED BATH & BEYOND INC · BBBY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eugene A Castagna
Officer — Chief Operating Officer
Period of report
May 10, 2018
Accepted (ET)
May 14, 2018 · 9:15 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, 2018 | F | 1,220 | $16.845 | D | 128,198 | D | |
| Common Stock, par value $0.01 per share | May 10, 2018 | F | 1,094 | $16.845 | D | 127,104 | D | |
| Common Stock, par value $0.01 per share | May 10, 2018 | F | 1,179 | $16.845 | D | 125,925 | D | |
| Common Stock, par value $0.01 per shareF3 | May 10, 2018 | M | 10,434 | — | A | 136,359 | D | |
| Common Stock, par value $0.01 per share | May 10, 2018 | F | 3,574 | $16.845 | D | 132,785 | D | |
| Common Stock, par value $0.01 per shareF3 | May 10, 2018 | M | 12,668 | — | A | 145,453 | D | |
| Common Stock, par value $0.01 per share | May 10, 2018 | F | 4,339 | $16.845 | D | 141,114 | D | |
| Common Stock, par value $0.01 per shareF3 | May 11, 2018 | M | 6,166 | — | A | 147,280 | D | |
| Common Stock, par value $0.01 per share | May 11, 2018 | F | 2,112 | $16.845 | D | 145,168 | D | |
| Common Stock, par value $0.01 per shareF3 | May 12, 2018 | M | 6,216 | — | A | 151,384 | D | |
| Common Stock, par value $0.01 per share | May 12, 2018 | F | 2,129 | $16.845 | D | 149,255 | 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)F5 | $16.845 | May 10, 2018 | A | 174,136 | A | — | May 10, 2026 | Common Stock | 174,136 | 174,136 | D |
| Performance Stock UnitsF3,F6 | — | May 10, 2018 | M | 10,434 | D | — | — | Common Stock | 10,434 | 0 | D |
| Performance Stock UnitsF3,F8 | — | May 10, 2018 | A | 12,668 | A | — | — | Common Stock | 12,668 | 12,668 | D |
| Performance Stock UnitsF3,F6 | — | May 10, 2018 | M | 12,668 | D | — | — | Common Stock | 12,668 | 0 | D |
| Performance Stock UnitsF3,F9 | — | May 10, 2018 | A | 6,166 | A | — | — | Common Stock | 6,166 | 6,166 | D |
| Performance Stock UnitsF3,F6 | — | May 11, 2018 | M | 6,166 | D | — | — | Common Stock | 6,166 | 0 | D |
| Performance Stock UnitsF3,F6 | — | May 12, 2018 | M | 6,216 | D | — | — | Common Stock | 6,216 | 0 | D |
Explanation of responses
- F1Represents the surrender of shares to the Company to satisfy Mr. Castagna's tax withholding obligation upon the vesting of shares of restricted stock previously granted to Mr. Castagna.
- F2Represents the vesting of performance stock units ("PSUs") previously granted to Mr. Castagna.
- F3The PSUs convert on a one-for-one basis into common stock.
- F4Represents the surrender of shares to the Company to satisfy Mr. Castagna's tax withholding obligation upon the vesting of PSUs previously granted to Mr. Castagna.
- F5The Employee Stock Options become exercisable in five equal annual installments commencing on May 10, 2019.
- F6The PSUs were fully vested.
- F7Represents PSUs earned based upon the achievement of a performance-based test for these PSUs previously granted.
- F8With certain exceptions, the PSUs vest on May 10, 2018, subject to Mr. Castagna's continued service to the Company on such date.
- F9With certain exceptions, the PSUs vest in full on May 11, 2019, subject to Mr. Castagna's continued service to the Company on such date.