Sec Form 4 Filing - FIORILLI MATTHEW @ BED BATH & BEYOND INC - 2019-05-10

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
FIORILLI MATTHEW
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)
Senior VP - Stores
(Last) (First) (Middle)
C/O BED BATH & BEYOND INC., 650 LIBERTY AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
05/10/2019
(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 05/10/2019 F( 1 ) 1,094 D $ 15.6807 111,752 D
Common Stock, par value $0.01 per share 05/11/2019 M( 2 ) 5,021 A 116,773 D
Common Stock, par value $0.01 per share 05/11/2019 F( 4 ) 1,720 D $ 15.6807 115,053 D
Common Stock, par value $0.01 per share 05/12/2019 M( 2 ) 8,375 A 123,428 D
Common Stock, par value $0.01 per share 05/12/2019 F( 4 ) 2,869 D $ 15.6807 120,559 D
Common Stock, par value $0.01 per share 05/12/2019 M( 2 ) 20,369 A 140,928 D
Common Stock, par value $0.01 per share 05/12/2019 F( 4 ) 6,977 D $ 15.6807 133,951 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
Perfomance Stock Units ( 3 ) 05/11/2019 M( 2 ) 5,021 ( 6 ) ( 6 ) Common Stock 5,021 $ 0 0 D
Perfomance Stock Units ( 3 ) 05/12/2019 A( 5 ) 16,750 ( 7 ) ( 7 ) Common Stock 16,750 $ 0 16,750 D
Perfomance Stock Units ( 3 ) 05/12/2019 M( 2 ) 8,375 ( 8 ) ( 8 ) Common Stock 8,375 $ 0 8,375 D
Perfomance Stock Units ( 3 ) 05/12/2019 A( 5 ) 20,369 ( 8 ) ( 8 ) Common Stock 20,369 $ 0 20,369 D
Perfomance Stock Units ( 3 ) 05/12/2019 M( 2 ) 20,369 ( 8 ) ( 8 ) Common Stock 20,369 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FIORILLI MATTHEW
C/O BED BATH & BEYOND INC.
650 LIBERTY AVENUE
UNION, NJ07083
Senior VP - Stores
Signatures
/s/ Peter Samuels, Attorney-in-Fact 05/14/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the surrender of shares to the Company to satisfy Mr. Fiorilli's tax withholding obligation upon the vesting of shares of restricted stock previously granted to Mr. Fiorilli.
( 2 )Represents the vesting of performance stock units ("PSUs") previously granted to Mr. Fiorilli.
( 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. Fiorilli's tax withholding obligation upon the vesting of PSUs previously granted to Mr. Fiorilli.
( 5 )Represents PSUs earned based upon the achievement of a performance-based test for these PSUs previously granted.
( 6 )The PSUs vested in full on May 11, 2019.
( 7 )With certain exceptions, the PSUs vest in full on May 10, 2020, subject to Mr. Fiorilli's continued service to the Company on such date.
( 8 )The PSUs vested in full on May 12, 2019.

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* 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).

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