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

FIORILLI MATTHEW

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior VP - Stores

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2017

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	05/10/2017		F(1)		1,282	D	$37.495	109,776	D
Common Stock, par value $0.01 per share	05/10/2017		F(1)		1,190	D	$37.495	108,586	D
Common Stock, par value $0.01 per share	05/10/2017		F(1)		1,327	D	$37.495	107,259	D
Common Stock, par value $0.01 per share	05/10/2017		F(1)		1,842	D	$37.495	105,417	D
Common Stock, par value $0.01 per share	05/10/2017		M(2)		8,374	A	(3)	113,791	D
Common Stock, par value $0.01 per share	05/10/2017		F(4)		4,342	D	$37.495	109,449	D
Common Stock, par value $0.01 per share	05/11/2017		M(2)		5,021	A	(3)	114,470	D
Common Stock, par value $0.01 per share	05/11/2017		F(4)		2,604	D	$37.0025	111,866	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
Perfomance Stock Units	(3)	05/10/2017		A(5)		16,749		(6)	(6)	Common Stock	16,749	$0	16,749	D
Perfomance Stock Units	(3)	05/10/2017		M(2)			8,374	(6)	(6)	Common Stock	8,374	$0	8,375	D
Perfomance Stock Units	(3)	05/10/2017		A(5)		5,214		(7)	(7)	Common Stock	5,214	$0	5,214	D
Employee Stock Option (right to buy)	$37.495	05/10/2017		A		63,178		(8)	05/10/2025	Common Stock	63,178	$0	63,178	D
Perfomance Stock Units	(3)	05/11/2017		M(2)			5,021	(9)	(9)	Common Stock	5,021	$0	5,021	D

Explanation of Responses:

1. Represents the surrender of shares to the Company to satisfy Mr. Fiorilli's tax withholding obligation upon the vesting of shares of restricted stock previously granted to Mr. Fiorilli.

2. Represents the vesting of performance stock units ("PSUs") previously granted to Mr. Fiorilli.

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

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

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

6. With certain exceptions, the PSUs vest in two equal annual installments commencing on May 10, 2017, subject to Mr. Fiorilli's continued service to the Company on such dates.

7. With certain exceptions, the PSUs vest on May 12, 2018, subject to Mr. Fiorilli's continued service to the Company on such date.

8. The Employee Stock Options become exercisable in five equal annual installments commencing on May 10, 2018.

9. With certain exceptions, the PSUs vest in three equal annual installments commencing on May 11, 2016, subject to Mr. Fiorilli's continued service to the Company on such dates.

Remarks:

	/s/ Charles Lee, Attorney-in-Fact	05/12/2017
	** 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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