Sec Form 3 Filing - Wu Patty @ BED BATH & BEYOND INC - 2022-08-31

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wu Patty 2. Issuer Name and Ticker or Trading Symbol BED BATH & BEYOND INC [ BBBY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Brand President (Last) (First) (Middle) C/O BED BATH & BEYOND INC., 650 LIBERTY AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2022 (Street) UNION, NJ07083 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, $.01 par value per share 4,255 D Common Stock, $.01 par value per share 4,988( 1 ) D Common Stock, $.01 par value per share 2,910( 2 ) D Common Stock, $.01 par value per share 5,881( 3 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Units (RSUs)( 4 ) $ 0 ( 5 ) ( 5 ) Common Stock 14,059 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wu Patty C/O BED BATH & BEYOND INC. 650 LIBERTY AVENUE UNION, NJ07083 EVP, Brand President Signatures /s/ Katherine Walden, Attorney-in-Fact 09/12/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a grant of restricted stock units ("RSUs") awarded to the Reporting Person. RSUs are scheduled to vest equally on February 10th of each of 2023 and2024, 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. RSUs are scheduled to vest equally on February 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. RSUs are scheduled to vest as follows: 2,940 RSUs on May 10, 2023 and 2,941 RSUs on May 10, 2024, 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. RSUs are scheduled to vest as follows: 4,686 RSUs on May 10, 2023, 4,687 RSUs on May 10, 2024 and 4,686 RSUs on May 10, 2025, subject to the terms, conditions and restrictions of the award agreement governing the grant.

Remarks: Exhibit 24 - Power of Attorney

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).

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