FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/04/2019 |
3. Issuer Name and Ticker or Trading Symbol
BED BATH & BEYOND INC [ BBBY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.01 per share | 78,402.702 | D | |
Common Stock, par value $0.01 per share | 6,594.408(1) | I | By immediate family member |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Employee Stock Option (right to buy) | (2) | 05/10/2020 | Common Stock | 26,019 | $68.91 | D | |
Employee Stock Option (right to buy) | (2) | 05/10/2021 | Common Stock | 26,930 | $69.775 | D | |
Employee Stock Option (right to buy) | (2) | 05/12/2022 | Common Stock | 28,626 | $62.34 | D | |
Employee Stock Option (right to buy) | (3) | 05/11/2023 | Common Stock | 25,955 | $70.955 | D | |
Employee Stock Option (right to buy) | (4) | 05/10/2024 | Common Stock | 50,565 | $45.525 | D | |
Employee Stock Option (right to buy) | (5) | 05/10/2025 | Common Stock | 63,178 | $37.495 | D | |
Employee Stock Option (right to buy) | (6) | 05/10/2026 | Common Stock | 139,309 | $16.845 | D | |
Employee Stock Option (right to buy) | (7) | 05/10/2027 | Common Stock | 143,541 | $15.681 | D | |
Performance Stock Units | (8) | (8) | Common Stock | 8,265 | (9) | D |
Explanation of Responses: |
1. Represents shares held by an immediate family member of Mr. Waltzinger. Mr. Waltzinger disclaims beneficial ownership of such shares. |
2. The Employee Stock Options are fully exercisable. |
3. 20,764 shares of the Employee Stock Options are exercisable. The remaining 5,191 will become exercisable on 5/11/2020. |
4. 30,339 shares of the Employee Stock Options are exercisable. The remaining 20,226 will become exercisable in 2 remaining equal annual installments starting on 5/10/2020. |
5. 25,271 shares of the Employee Stock Options are exercisable. The remaining 37,907 will become exercisable in 3 remaining equal annual installments starting on 5/10/2020. |
6. 27,861 shares of the Employee Stock Options are exercisable. The remaining 111,448 will become exercisable in 4 remaining equal annual installments starting on 5/10/2020. |
7. The Employee Stock Options become exercisable in five equal annual installments commencing on 5/10/2020. |
8. With certain exceptions, the PSUs vest on 5/10/2020 subject to Mr. Waltzinger's continued service to the Company on such date. |
9. The PSUs convert on a one-for-one basis into common stock. |
Remarks: |
Mr. Waltzinger is President - Bed Bath & Beyond Business Units. Exhibit 24 - Power of Attorney |
/s/ Louis Rambo, Attorney-in-Fact | 08/14/2019 | |
** 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 5 (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 Number. |