Sec Form 3 Filing - Cohen Ryan @ BED BATH & BEYOND INC - 2022-04-21

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 Cohen Ryan 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) PO BOX 25250, PMB 30427 3. Date of Earliest Transaction (MM/DD/YY) 04/21/2022 (Street) MIAMI, FL33102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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( 1 ) 7,780,000 I By RC Ventures LLC( 2 )

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 American-Style Call Option( 1 ) $ 60 ( 3 ) 01/20/2023 Common Stock, $.01 par value 1,125,700 I By RC Ventures LLC( 2 ) American-Style Call Option( 1 ) $ 75 ( 3 ) 01/20/2023 Common Stock, $.01 par value 44,400 I By RC Ventures LLC( 2 ) American-Style Call Option( 1 ) $ 80 ( 3 ) 01/20/2023 Common Stock, $.01 par value 500,000 I By RC Ventures LLC( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cohen Ryan PO BOX 25250 PMB 30427 MIAMI, FL33102 X RC Ventures LLC PO BOX 25250 PMB 30427 MIAMI, FL33102 X Signatures /s/ Ryan Cohen 08/15/2022 Signature of Reporting Person Date RC Ventures LLC, By: /s/ Ryan Cohen, Manager 08/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is filed jointly by RC Ventures LLC ("RC Ventures") and Ryan Cohen ("Mr. Cohen" and together with RC Ventures, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 2 )Securities of the Issuer owned directly by RC Ventures. Mr. Cohen, as the Manager of RC Ventures, may be deemed to beneficially own the securities of the Issuer which are owned directly by RC Ventures. ( 3 )The American-style call options are currently exercisable.

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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