SEC FORM 3

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^*

Waltzinger G. William Jr

(Last)

(First)

(Middle)

C/O BED BATH & BEYOND INC.

650 LIBERTY AVENUE

(Street)

UNION

07083

(City)

(State)

(Zip)

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 ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

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, 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)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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.