Tucker Laurie Anne Form 4 BREAD FINANCIAL / Laurie Anne Tucker ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Tucker Laurie Anne

(Last) (First) (Middle)

3095 LOYALTY CIRCLE

(Street)

COLUMBUS OH 43219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BREAD FINANCIAL HOLDINGS, INC. [ BFH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	10/16/2023		A(1)		481	A	(1)	27,546(2)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. The new grant is for 481 shares of common stock represented by restricted stock units, which will vest on the earlier of (i) October 16, 2033 or (ii) termination of the director's service on the Company's board of directors, but in any case not earlier than October 16, 2024.

2. The total amount of securities beneficially owned includes: (a) 4,000 unrestricted shares; (b) 486 unvested restricted stock units granted 6/29/15; (c) 1,179 unvested restricted stock units granted 6/27/16; (d) 1,085 unvested restricted stock units granted 6/26/17; (e) 1,341 unvested restricted stock units granted 6/25/18; (f) 1,645 unvested restricted stock units granted 6/24/19; (g) 5,007 unvested restricted stock units granted 6/22/20; (h) 1,731 unvested restricted stock units granted 6/15/21; (i) 206 unvested restricted stock units granted 9/15/21; (j) 227 unvested restricted stock units granted 12/15/21; (k) 257 unvested restricted stock units granted 3/15/22; (l) 2,650 unvested restricted stock units granted 6/15/22; (m) 369 unvested restricted stock units granted 7/15/22; (n) 464 unvested restricted stock units granted 10/17/22; (o) 437 unvested restricted stock units granted 1/17/23;

Remarks:

Footnote 2, continued: (p) 497 unvested restricted stock units granted 4/17/23; (q) 4,932 unvested restricted stock units granted 6/15/23; (r) 552 unvested restricted stock units granted 7/17/23; and (s) the new grant for 481 restricted stock units.

	Benjamin L. Morgan, Attorney in Fact	10/18/2023
	** Signature of Reporting Person	Date
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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