20230930-DK-Butterfly-1 (BBBYQ) Form 4 BED BATH & BEYOND / LEONARD FEINSTEIN 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^*

FEINSTEIN LEONARD

(Last) (First) (Middle)

C/O BED BATH & BEYOND INC.

650 LIBERTY AVENUE

(Street)

UNION NJ 07083

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BED BATH & BEYOND INC [ BBBY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2015

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, par value $0.01 per share	05/12/2015		M		6,016(1)	A	(1)	933,181	D
Common Stock, par value $0.01 per share	05/12/2015		F		3,103(2)	D	$69.93	930,078	D
Common Stock, par value $0.01 per share	05/13/2015		S		2,913	D	$70.4393(3)	927,165	D
Common Stock, par value $0.01 per share								341,240(4)	I	By Spouse
Common Stock, par value $0.01 per share								156,483(5)	I	By Trusts

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
Employee Stock Option (right to buy)	$70.955	05/11/2015		A		21,629		(6)	05/11/2023	Common Stock	21,629	$0	21,629	D
Performance Stock Units	(7)	05/11/2015		A		18,046		(8)	(8)	Common Stock	18,046	(9)	18,046	D
Performance Stock Units	(7)	05/12/2015		M			6,016	(8)	(8)	Common Stock	6,016	(1)	12,030	D

Explanation of Responses:

1. Represents the vesting of performance stock units ("PSUs") previously granted to Mr. Feinstein and which convert on a one-for-one basis into common stock.

2. Represents the surrender of shares to the Company to satisfy Mr. Feinstein's tax withholding obligation upon the vesting of PSUs previously granted to Mr. Feinstein.

3. This transaction was executed in multiple trades at prices ranging from $70.43 to $70.50. The price reported above reflects the weighted average sale price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Company or a security holder of the Company.

4. Represents shares held by Susan Feinstein, Mr. Feinstein's spouse. Mr. Feinstein disclaims beneficial ownership of such shares.

5. Represents shares held by trusts for the benefit of Mr. Feinstein's family members. Mr. Feinstein disclaims beneficial ownership of such shares.

6. The Employee Stock Option is exercisable in three (3) equal annual installments commencing on the first anniversary of the date of grant.

7. The PSUs convert on a one-for-one basis into common stock.

8. With certain exceptions, the PSUs vest in three (3) equal installments commencing on May 12, 2015, subject to Mr. Feinstein's continued service to the Company on such dates.

9. Represents PSUs earned based upon the achievement of a performance-based test for these PSUs previously granted.

Remarks:

	/s/ Charles Lee, Attorney-in-fact	05/13/2015
	** 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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