Sec Form 3 Filing - Waltzinger G. William Jr @ BED BATH & BEYOND INC - 2019-08-04

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 Waltzinger G. William Jr 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) See Remarks (Last) (First) (Middle) C/O BED BATH & BEYOND INC., 650 LIBERTY AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/04/2019 (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 78,402.702 D Common Stock, par value $0.01 per share 6,594.408 ( 1 ) I By immediate family member

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 Employee Stock Option (right to buy) $ 68.91 ( 2 ) 05/10/2020 Common Stock 26,019 D Employee Stock Option (right to buy) $ 69.775 ( 2 ) 05/10/2021 Common Stock 26,930 D Employee Stock Option (right to buy) $ 62.34 ( 2 ) 05/12/2022 Common Stock 28,626 D Employee Stock Option (right to buy) $ 70.955 ( 3 ) 05/11/2023 Common Stock 25,955 D Employee Stock Option (right to buy) $ 45.525 ( 4 ) 05/10/2024 Common Stock 50,565 D Employee Stock Option (right to buy) $ 37.495 ( 5 ) 05/10/2025 Common Stock 63,178 D Employee Stock Option (right to buy) $ 16.845 ( 6 ) 05/10/2026 Common Stock 139,309 D Employee Stock Option (right to buy) $ 15.681 ( 7 ) 05/10/2027 Common Stock 143,541 D Performance Stock Units ( 9 ) ( 8 ) ( 8 ) Common Stock 8,265 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Waltzinger G. William Jr C/O BED BATH & BEYOND INC. 650 LIBERTY AVENUE UNION, NJ07083 See Remarks Signatures /s/ Louis Rambo, Attorney-in-Fact 08/14/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares held by an immediate family member of Mr. Waltzinger. Mr. Waltzinger disclaims beneficial ownership of such shares. ( 2 )The Employee Stock Options are fully exercisable. ( 3 )20,764 shares of the Employee Stock Options are exercisable. The remaining 5,191 will become exercisable on 5/11/2020. ( 4 )30,339 shares of the Employee Stock Options are exercisable. The remaining 20,226 will become exercisable in 2 remaining equal annual installments starting on 5/10/2020. ( 5 )25,271 shares of the Employee Stock Options are exercisable. The remaining 37,907 will become exercisable in 3 remaining equal annual installments starting on 5/10/2020. ( 6 )27,861 shares of the Employee Stock Options are exercisable. The remaining 111,448 will become exercisable in 4 remaining equal annual installments starting on 5/10/2020. ( 7 )The Employee Stock Options become exercisable in five equal annual installments commencing on 5/10/2020. ( 8 )With certain exceptions, the PSUs vest on 5/10/2020 subject to Mr. Waltzinger's continued service to the Company on such date. ( 9 )The PSUs convert on a one-for-one basis into common stock.

Remarks: Mr. Waltzinger is President - Bed Bath & Beyond Business Units.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).

** 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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