Turtle Creek Asset Management Form 4 Change in insider ownership

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^*

Turtle Creek Asset Management Inc.

(Last) (First) (Middle)

SCOTIA PLAZA

40 KING STREET WEST, SUITE 5100

(Street)

TORONTO A6 M5H 3Y2

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2023

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	12/27/2023		S		17,197	D	$33.5524(2)	4,685,425	I(1)	By Turtle Creek Equity Fund(1)
Common Stock	12/27/2023		S		1,605	D	$33.5524(2)	437,307	I(1)	By Turtle Creek Investment Fund(1)
Common Stock	12/27/2023		S		1,198	D	$33.5524(2)	326,329	I(1)	By Turtle Creek United States Equity Fund(1)
Common Stock	12/28/2023		S		17,197	D	$33.5202(3)	4,668,228	I(1)	By Turtle Creek Equity Fund(1)
Common Stock	12/28/2023		S		1,605	D	$33.5202(3)	435,702	I(1)	By Turtle Creek Investment Fund(1)
Common Stock	12/28/2023		S		1,198	D	$33.5202(3)	325,131	I(1)	By Turtle Creek United States Equity Fund(1)
Common Stock	12/29/2023		S		8,598	D	$33.1022(4)	4,659,630	I(1)	By Turtle Creek Equity Fund(1)
Common Stock	12/29/2023		S		803	D	$33.1022(4)	434,899	I(1)	By Turtle Creek Investment Fund(1)
Common Stock	12/29/2023		S		599	D	$33.1022(4)	324,532	I(1)	By Turtle Creek United States Equity Fund(1)
Common Stock								28,884	I(1)	By Turtle Creek North American Equity Fund(1)
Common Stock								5,016	I(1)	By Turtle Creek Small Cap Equity Fund(1)

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 Reporting Person serves as investment manager to each of Turtle Creek Equity Fund, Turtle Creek Investment Fund, Turtle Creek United States Equity Fund, Turtle Creek North American Equity Fund and Turtle Creek Small Cap Equity Fund. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. The price reported in Column 4 is a weighted average price. These shares of the Issuer's Common Stock were sold in multiple transactions at prices ranging from $33.375 to $33.765, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (4) herein.

3. The price reported in Column 4 is a weighted average price. These shares of the Issuer's Common Stock were sold in multiple transactions at prices ranging from $33.315 to $33.65, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares of the Issuer's Common Stock were sold in multiple transactions at prices ranging from $33.10 to $33.13, inclusive.

	/s/ Meaghan Einav, Chief Compliance Officer	12/29/2023
	** 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).
** 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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