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Form 4 BREAD FINANCIAL HOLDINGS For: Mar 24 Filed by: Greer Valerie E

March 27, 2023 8:31 PM EDT
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 *
Greer Valerie E

(Last) (First) (Middle)
5 HILLMAN DRIVE, SUITE 103

(Street)
CHADDS FORD PA 19317

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BREAD FINANCIAL HOLDINGS, INC. [ BFH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Comm'l Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/24/2023
4. 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 Acquired, Disposed of, or Beneficially Owned
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 03/24/2023   A (1) (3)   16,873 A (1) 74,867 D  
Common Stock 03/24/2023   A (2) (3)   25,310 A (2) 100,177 (4) D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Explanation of Responses:
1. The new grant is for 16,873 shares of common stock represented by time-based restricted stock units (RSUs). These time-based RSUs will vest over a three-year period, with 5,568 units vesting on each of 3/25/24 and 2/18/25 and 5,737 units vesting on 2/17/26, subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting dates.
2. The new grant is for 25,310 shares of common stock represented by performance-based RSUs, which may be adjusted up or down at the time the performance targets are measured at the end of the three-year performance period. These performance-based RSUs may vest on 2/17/26 contingent on meeting predetermined performance measures and subject to continued employment (subject to certain limited exceptions) by the Reporting Person on the vesting date.
3. Due to evolving macroeconomic conditions impacting the process of setting the appropriate performance-based RSU targets, these grants were approved later than usual in the grant cycle. However, for administrative convenience, the second and third years of the time-based RSUs and, if the performance targets are achieved, the three-year performance-based RSUs will vest on the Company's typical vesting schedule in mid-February of the applicable year.
4. The total number of securities beneficially owned includes: (a) 19,280 unrestricted shares; (b) 8,009 unvested units from an award of 22,481 time-based restricted stock units granted 7/15/20; (c) 5,859 unvested units from an award of 17,234 time-based restricted stock units granted 2/16/21; (d) 10,340 unvested performance-based restricted stock units granted 2/16/21; (e) 4,479 unvested units from an award of 6,685 time-based restricted stock units granted 2/15/22; (f) 10,027 unvested performance-based restricted stock units granted 2/15/22; (g) the new grant for 16,873 time-based restricted stock units; and (h) the new grant for 25,310 performance-based restricted stock units.
Benjamin L. Morgan, Attorney in Fact 03/27/2023
** 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.


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