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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 70.955 | 05/11/2015 | A | 21,629 | (6) | 05/11/2023 | Common Stock | 21,629 | $ 0 | 21,629 | D | ||||
Performance Stock Units | (7) | 05/11/2015 | A | 18,046 | (8) | (8) | Common Stock | 18,046 | (9) | 18,046 | D | ||||
Performance Stock Units | (1) (7) | 05/12/2015 | M | 6,016 | (8) | (8) | Common Stock | 6,016 | (1) | 12,030 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
EISENBERG WARREN C/O BED BATH & BEYOND INC. 650 LIBERTY AVENUE UNION, NJ 07083 |
X | Co-Chairman |
/s/ Charles Lee, Attorney-in-fact | 05/13/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents the vesting of performance stock units ("PSUs") previously granted to Mr. Eisenberg and which convert on a one-for-one basis into common stock. |
(2) | Represents 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. |
(3) | This transaction was executed in multiple trades at prices ranging from $70.441 to $70.480. The price reported above reflects the weighted average sale price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Company or a security holder of the Company. |
(4) | Represents shares held by Maxine Eisenberg, Mr. Eisenberg's spouse. Mr. Eisenberg disclaims beneficial ownership of such shares. |
(5) | Represents shares held by trusts for the benefit of Mr. Eisenberg and his family members. Mr. Eisenberg disclaims beneficial ownership of 600,000 of such shares. |
(6) | The Employee Stock Option is exercisable in three (3) equal annual installments commencing on the first anniversary of the date of grant. |
(7) | The PSUs convert on a one-for-one basis into common stock. |
(8) | With certain exceptions, the PSUs vest in three (3) equal installments commencing on May 12, 2015, subject to Mr. Eisenberg's continued service to the Company on such dates. |
(9) | Represents PSUs earned based upon the achievement of a performance-based test for these PSUs previously granted. |