Statement of Changes in Beneficial Ownership (4)
May 14 2019 - 7:21PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
TEMARES STEVEN H
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2. Issuer Name
and
Ticker or Trading Symbol
BED BATH & BEYOND INC
[
BBBY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
C/O BED BATH & BEYOND INC., 650 LIBERTY AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/11/2019
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(Street)
UNION, NJ 07083
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01 per share
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5/11/2019
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M
(1)
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36806
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A
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(2)
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829804
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D
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Common Stock, par value $0.01 per share
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5/11/2019
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F
(3)
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18127
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D
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$15.6807
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810957
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D
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Common Stock, par value $0.01 per share
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5/12/2019
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M
(1)
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57365
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A
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(2)
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868322
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D
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Common Stock, par value $0.01 per share
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5/12/2019
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F
(3)
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19648
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D
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$15.6807
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848674
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D
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Common Stock, par value $0.01 per share
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5/12/2019
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M
(1)
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130846
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A
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(2)
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979520
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D
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Common Stock, par value $0.01 per share
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5/12/2019
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F
(3)
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63481
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D
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$15.6807
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916039
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D
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Common Stock, par value $0.01 per share
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99336
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I
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By Family Limited Partnership
(4)
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Common Stock, par value $0.01 per share
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5000
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I
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By Family Limited Partnership
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Performance Stock Units
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(2)
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5/11/2019
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M
(1)
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36806
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(6)
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(6)
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Common Stock
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36806
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$0
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0
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D
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Performance Stock Units
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(2)
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5/12/2019
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A
(7)
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114730
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(8)
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(8)
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Common Stock
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114730
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$0
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114730
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D
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Performance Stock Units
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(2)
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5/12/2019
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M
(1)
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57365
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(9)
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(9)
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Common Stock
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57365
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$0
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57365
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D
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Performance Stock Units
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(2)
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5/12/2019
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A
(7)
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130846
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(9)
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(9)
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Common Stock
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130846
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$0
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130846
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D
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Performance Stock Units
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(2)
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5/12/2019
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M
(1)
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130846
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(9)
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(9)
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Common Stock
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130846
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$0
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0
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D
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Explanation of Responses:
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(1)
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Represents the vesting of performance stock units ("PSUs") previously granted to Mr. Temares.
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(2)
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The PSUs convert on a one-for-one basis into common stock.
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(3)
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Represents 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.
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(4)
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Represents 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.
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(5)
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Represents 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.
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(6)
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The PSUs vested in full on May 11, 2019.
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(7)
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Represents PSUs earned based upon the achievement of a performance-based test for these PSUs previously granted.
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(8)
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With certain exceptions, the PSUs vest in full on May 10, 2020, subject to Mr. Temares's continued service to the Company on such date. Post certification of these awards, Mr. Temares has stepped down as CEO and resigned as a member of the Board.
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(9)
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The PSUs vested in full on May 12, 2019.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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TEMARES STEVEN H
C/O BED BATH & BEYOND INC.
650 LIBERTY AVENUE
UNION, NJ 07083
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X
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Chief Executive Officer
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Signatures
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/s/ Peter Samuels - Attorney-in-Fact
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5/14/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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