Statement of Changes in Beneficial Ownership (4)
August 09 2022 - 04:55PM
Edgar (US Regulatory)
FORM 4
[ ] 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 * Andretta Ralph J |
2. Issuer Name and Ticker or Trading
Symbol BREAD FINANCIAL HOLDINGS, INC. [ BFH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
President and CEO |
(Last)
(First)
(Middle)
3095 LOYALTY CIRCLE |
3. Date of Earliest Transaction (MM/DD/YYYY)
8/8/2022
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(Street)
COLUMBUS, OH 43219
(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 |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
8/8/2022 |
|
P |
|
3773 |
A |
$39.7039 (1) |
202875 (2) |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of
Responses: |
(1) |
The price reported in Column
4 is a weighted average price. These shares were purchased in
multiple transactions at prices ranging from $39.695 to $39.73,
inclusive. The reporting person undertakes to provide to Bread
Financial Holdings, Inc., any security holder of Bread Financial
Holdings, Inc., or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of
shares purchased at each separate price within the range set forth
herein. |
(2) |
The total number of
securities beneficially owned includes: (a) 38,454 unrestricted
shares; (b) 2,695 unvested units from an award of 7,563 time-based
restricted stock units granted 2/18/20; (c) 2,434 unvested units
from an award of 6,829 time-based restricted stock units granted
2/18/20; (d) 1,616 unvested units from an award of 4,538
performance-based restricted stock units granted 2/18/20; (e) 7,275
unvested units from an award of 20,419 performance-based restricted
stock units granted 2/18/20; (f) 44,083 unvested units from an
award of 65,795 time-based restricted stock units granted 2/16/21;
(g) 39,476 unvested performance-based restricted stock units
granted 2/16/21; (h) 26,737 unvested time-based restricted stock
units granted 2/15/22; and (i) 40,105 unvested performance-based
restricted stock units granted 2/15/22. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Andretta Ralph J
3095 LOYALTY CIRCLE
COLUMBUS, OH 43219 |
X |
|
President and CEO |
|
Signatures
|
Benjamin L. Morgan, Attorney in
Fact |
|
8/9/2022 |
**Signature of Reporting
Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
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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