FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BED BATH & BEYOND INC [ BBBY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/21/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.01 per share | 06/23/2014 | G | V | 18,039 | D | $0 | 309,919(1) | I | By Trusts | |
Common Stock, par value $0.01 per share | 11/04/2014 | G | V | 93,913 | D | $0 | 1,500,000(2) | I | By Trusts | |
Common Stock, par value $0.01 per share | 11/21/2014 | M | 100,000 | A | $41.115 | 948,455(3) | D | |||
Common Stock, par value $0.01 per share | 11/21/2014 | S | 100,000 | D | $72.3087(4) | 848,455(3) | D | |||
Common Stock, par value $0.01 per share | 500,000(5) | I | By Charitable Foundation | |||||||
Common Stock, par value $0.01 per share | 69,068(6) | I | By Spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $41.115 | 11/21/2014 | M | 100,000 | (7) | 05/10/2015 | Common Stock | 100,000 | $0 | 0 | D |
Explanation of Responses: |
1. Represents shares held by trusts for the benefit of Mr. Eisenberg and his family members. Excludes 204,713 shares distributed to Mr. Eisenberg prior to the gift described herein, which are now owned directly. |
2. Represents shares held by trusts for the benefit of Mr. Eisenberg and his family members. Excludes 216,006 shares distributed to Mr. Eisenberg prior to the gift described herein, which are now owned directly, and includes 1,500,000 shares transferred to trusts for the benefit of Mr. Eisenberg and his spouse prior to the date of the gift described herein. |
3. 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. |
4. This transaction was executed in multiple trades at prices ranging from $72.17 to $72.53. 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. |
5. Represents shares held by a charitable foundation of which Mr. Eisenberg and his family members are trustees and officers. Mr. Eisenberg disclaims beneficial ownership of such shares. |
6. Represents shares held by Maxine Eisenberg, Mr. Eisenberg's spouse. Mr. Eisenberg disclaims beneficial ownership of such shares. |
7. The stock option was fully exercisable. |
Remarks: |
/s/ Ori Solomon, Attorney-in-fact | 11/25/2014 | |
** 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 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). | ||
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. |