SEC Form 3

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* Sirhal Mara (Last) (First) (Middle) C/O BED BATH & BEYOND INC. 650 LIBERTY AVENUE (Street) UNION NJ 07083 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/27/2022	3. Issuer Name and Ticker or Trading Symbol BED BATH & BEYOND INC [ BBBY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP, CHIEF MERCHANDISING OFC	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
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, $.01 par value per share	2,691	D
Common Stock, $.01 par value per share	3,880(1)	D
Common Stock, $.01 par value per share	4,574(2)	D
Common Stock, $.01 par value per share	2,868(3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units (RSUs)(4)	(5)	(5)	Common Stock	13,278	$0	D

Explanation of Responses:

1. Represents a grant of restricted stock units ("RSUs") awarded to the Reporting Person. 1,940 RSUs are scheduled to vest on February 10th of each of 2023 and 2024, subject to the terms, conditions and restrictions of the award agreement governing the grant.

2. Represents a grant of RSUs awarded to the Reporting Person. 2,287 RSUs are scheduled to vest on May 10th of each of 2023 and 2024, subject to the terms, conditions and restrictions of the award agreement governing the grant.

3. Represents a grant of RSUs awarded to the Reporting Person. 1/3 of the RSUs are scheduled to vest on September 16th of each of 2023, 2024 and 2025, subject to the terms, conditions and restrictions of the award agreement governing the grant.

4. Each RSU represents a contingent right to receive the cash value of one share of Issuer common stock upon vesting.

5. Represents a grant of RSUs awarded to the Reporting Person. 1/3 of the RSUs are scheduled to vest on May 10th of each of 2023, 2024 and 2025, subject to the terms, conditions and restrictions of the award agreement governing the grant.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Katherine Walden, Attorney-in-Fact	07/07/2022
	** 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 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.