SEC Form 4 · accession 0001104659-18-033088
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, 2018
Accepted (ET)
May 14, 2018 · 9:16 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 | 1,473 | $16.845 | D | 72,619 | D | |
| Common Stock, par value $0.01 per shareF3 | May 10, 2018 | M | 8,237 | — | A | 80,856 | D | |
| Common Stock, par value $0.01 per share | May 10, 2018 | F | 2,822 | $16.845 | D | 78,034 | D | |
| Common Stock, par value $0.01 per shareF3 | May 10, 2018 | M | 6,667 | — | A | 84,701 | D | |
| Common Stock, par value $0.01 per share | May 10, 2018 | F | 2,284 | $16.845 | D | 82,417 | D | |
| Common Stock, par value $0.01 per shareF3 | May 11, 2018 | M | 5,285 | — | A | 87,702 | D | |
| Common Stock, par value $0.01 per share | May 11, 2018 | F | 1,811 | $16.845 | D | 85,891 | D | |
| Common Stock, par value $0.01 per shareF3 | May 12, 2018 | M | 6,016 | — | A | 91,907 | D | |
| Common Stock, par value $0.01 per share | May 12, 2018 | F | 2,061 | $16.845 | D | 89,846 | D | |
| Common Stock, par value $0.01 per shareF5 | holding | — | — | — | 347,942 | I | By Spouse | |
| Common Stock, par value $0.01 per shareF6 | 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 UnitsF3,F7 | — | May 10, 2018 | M | 8,237 | D | — | — | Common Stock | 8,237 | 0 | D |
| Performance Stock UnitsF3,F9 | — | May 10, 2018 | A | 6,667 | A | — | — | Common Stock | 6,667 | 6,667 | D |
| Performance Stock UnitsF3,F7 | — | May 10, 2018 | M | 6,667 | D | — | — | Common Stock | 6,667 | 0 | D |
| Performance Stock UnitsF3,F10 | — | May 10, 2018 | A | 5,286 | A | — | — | Common Stock | 5,286 | 5,286 | D |
| Performance Stock UnitsF3,F7 | — | May 11, 2018 | M | 5,285 | D | — | — | Common Stock | 5,285 | 0 | D |
| Performance Stock UnitsF3,F7 | — | May 12, 2018 | M | 6,016 | D | — | — | Common Stock | 6,016 | 0 | 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 in full on May 11, 2019, subject to Mr. Eisenberg's continued service to the Company on such date.
- F2Represents the vesting of performance stock units ("PSUs") previously granted to Mr. Eisenberg.
- F3The PSUs convert on a one-for-one basis into common stock.
- F4Represents 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.
- F5Represents 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.
- F6Represents 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.
- 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 in full on May 10, 2018, subject to Mr. Eisenberg's continued service to the Company on such date.