0001012975-15-000032.txt : 20150114 0001012975-15-000032.hdr.sgml : 20150114 20150114181447 ACCESSION NUMBER: 0001012975-15-000032 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150112 FILED AS OF DATE: 20150114 DATE AS OF CHANGE: 20150114 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BED BATH & BEYOND INC CENTRAL INDEX KEY: 0000886158 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 112250488 STATE OF INCORPORATION: NY FISCAL YEAR END: 0227 BUSINESS ADDRESS: STREET 1: 650 LIBERTY AVENUE CITY: UNION STATE: NJ ZIP: 07083 BUSINESS PHONE: 2013791520 MAIL ADDRESS: STREET 1: 715 MORRIS AVENUE CITY: SPRINGFIELD STATE: NJ ZIP: 07081 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EISENBERG WARREN CENTRAL INDEX KEY: 0000901402 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20214 FILM NUMBER: 15528071 MAIL ADDRESS: STREET 1: C/O BED BATH & BEYOND INC STREET 2: 650 LIBERTY AVENUE CITY: UNION STATE: NJ ZIP: 07083 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2015-01-12 0000886158 BED BATH & BEYOND INC BBBY 0000901402 EISENBERG WARREN C/O BED BATH & BEYOND INC. 650 LIBERTY AVENUE UNION NJ 07083 1 1 0 0 Co-Chairman Common Stock, par value $0.01 per share 2015-01-12 4 S 0 120684 73.4232 D 727771 D Common Stock, par value $0.01 per share 2015-01-12 4 S 0 79308 73.94 D 648463 D Common Stock, par value $0.01 per share 69068 I By Spouse Common Stock, par value $0.01 per share 1500000 I By Trusts This transaction was executed in multiple trades at prices ranging from $73.19 to $73.62. 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 Issuer or a security holder of the Issuer. Does not include shares owned by Mr. Eisenberg's children, shares owned by trusts for the benefit of his children and shares exercisable by his children pursuant to stock options (none of whom share the same home as Mr. Eisenberg). Mr. Eisenberg disclaims beneficial ownership of such shares. This transaction was executed in multiple trades at prices ranging from $73.625 to $74.62. 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 Issuer or a security holder of the Issuer. Represents shares held by Maxine Eisenberg, Mr. Eisenberg's spouse. Mr. Eisenberg disclaims beneficial ownership of such shares. 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. Remarks: Exhibit 24 - Power of Attorney /s/ Charles Lee, Attorney-in-fact 2015-01-14 EX-24 2 attach_2.htm

EXHIBIT 24





LIMITED POWER OF ATTORNEY FOR

SECTION 16 REPORTING PURPOSES



  Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Klaus Eppler, Peter Samuels, Frank Zarb, Charles Lee, John Yarbrough, Stephanie Denzel, Allan N. Rauch and Michael J. Callahan, acting individually, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:



  (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Bed Bath & Beyond Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act");



  (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to any attorney-in-fact and further approves and ratifies any such release of information;



  (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare, complete and execute any such Form 3, 4 or 5, and any amendments thereto, and timely file such Forms with the United States Securities and Exchange Commission, the NASDAQ Stock Market and any stock exchange or similar authority as considered necessary or advisable under Section 16(a) of the Exchange Act; and



  (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's sole discretion.



  The undersigned hereby gives and grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.



  The undersigned hereby acknowledges that (a) the foregoing attorneys-in-fact are serving in such capacity at the request of the undersigned; (b) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (c) any documents prepared and/or executed by any attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact, in his or her sole discretion, deems necessary or advisable; (d) neither the Company nor any attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (e) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange Act.



  This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of, and transactions in, securities issued by the Company, unless earlier revoked as to any attorney-in-fact by the undersigned in a signed writing delivered to such attorney-in-fact.



  IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of November, 2014.





      /s/ Warren Eisenberg

      Name: