Sec Form 4 Filing - CASTAGNA EUGENE A @ BED BATH & BEYOND INC - 2017-05-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
CASTAGNA EUGENE A
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)
Chief Operating Officer
(Last) (First) (Middle)
C/O BED BATH & BEYOND INC., 650 LIBERTY AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
05/10/2017
(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, par value $0.01 per share 05/10/2017 F( 1 ) 1,649 D $ 37.495 120,840 D
Common Stock, par value $0.01 per share 05/10/2017 F( 1 ) 1,282 D $ 37.495 119,558 D
Common Stock, par value $0.01 per share 05/10/2017 F( 1 ) 1,190 D $ 37.495 118,368 D
Common Stock, par value $0.01 per share 05/10/2017 F( 1 ) 1,327 D $ 37.495 117,041 D
Common Stock, par value $0.01 per share 05/10/2017 M( 2 ) 10,434 A 127,475 D
Common Stock, par value $0.01 per share 05/10/2017 F( 4 ) 3,887 D $ 37.495 123,588 D
Common Stock, par value $0.01 per share 05/11/2017 M( 2 ) 6,166 A 129,754 D
Common Stock, par value $0.01 per share 05/11/2017 F( 4 ) 3,076 D $ 37.0025 126,678 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
Performance Stock Units ( 3 ) 05/10/2017 A( 5 ) 20,868 ( 6 ) ( 6 ) Common Stock 20,868 $ 0 20,868 D
Performance Stock Units ( 3 ) 05/10/2017 M( 2 ) 10,434 ( 6 ) ( 6 ) Common Stock 10,434 $ 0 10,434 D
Performance Stock Units ( 3 ) 05/10/2017 A( 5 ) 6,216 ( 7 ) ( 7 ) Common Stock 6,216 $ 0 6,216 D
Employee Stock Option (right to buy) $ 37.495 05/10/2017 A 78,973 ( 8 ) 05/10/2025 Common Stock 78,973 $ 0 78,973 D
Performance Stock Units ( 3 ) 05/11/2017 M( 2 ) 6,166 ( 9 ) ( 9 ) Common Stock 6,166 $ 0 6,166 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CASTAGNA EUGENE A
C/O BED BATH & BEYOND INC.
650 LIBERTY AVENUE
UNION, NJ07083
Chief Operating Officer
Signatures
/s/ Charles Lee, Attorney-in-Fact 05/12/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the surrender of shares to the Company to satisfy Mr. Castagna's tax withholding obligation upon the vesting of shares of restricted stock previously granted to Mr. Castagna.
( 2 )Represents the vesting of performance stock units ("PSUs") previously granted to Mr. Castagna.
( 3 )The PSUs convert on a one-for-one basis into common stock.
( 4 )Represents the surrender of shares to the Company to satisfy Mr. Castagna's tax withholding obligation upon the vesting of PSUs previously granted to Mr. Castagna.
( 5 )Represents PSUs earned based upon the achievement of a performance-based test for these PSUs previously granted.
( 6 )With certain exceptions, the PSUs vest in two equal annual installments commencing on May 10, 2017, subject to Mr. Castagna's continued service to the Company on such dates.
( 7 )With certain exceptions, the PSUs vest on May 12, 2018, subject to Mr. Castagna's continued service to the Company on such date.
( 8 )The Employee Stock Options become exercisable in five equal annual installments commencing on May 10, 2018.
( 9 )With certain exceptions, the PSUs vest in three equal annual installments commencing on May 11, 2016, subject to Mr. Castagna's continued service to the Company on such dates.

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