SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Waltzinger G. William Jr

(Last) (First) (Middle)
C/O BED BATH & BEYOND INC.
650 LIBERTY AVENUE

(Street)
UNION NJ 07083

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2019
3. Issuer Name and Ticker or Trading Symbol
BED BATH & BEYOND INC [ BBBY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share 78,402.702 D
Common Stock, par value $0.01 per share 6,594.408(1) I By immediate family member
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (2) 05/10/2020 Common Stock 26,019 68.91 D
Employee Stock Option (right to buy) (2) 05/10/2021 Common Stock 26,930 69.775 D
Employee Stock Option (right to buy) (2) 05/12/2022 Common Stock 28,626 62.34 D
Employee Stock Option (right to buy) (3) 05/11/2023 Common Stock 25,955 70.955 D
Employee Stock Option (right to buy) (4) 05/10/2024 Common Stock 50,565 45.525 D
Employee Stock Option (right to buy) (5) 05/10/2025 Common Stock 63,178 37.495 D
Employee Stock Option (right to buy) (6) 05/10/2026 Common Stock 139,309 16.845 D
Employee Stock Option (right to buy) (7) 05/10/2027 Common Stock 143,541 15.681 D
Performance Stock Units (8) (8) Common Stock 8,265 (9) D
Explanation of Responses:
1. Represents shares held by an immediate family member of Mr. Waltzinger. Mr. Waltzinger disclaims beneficial ownership of such shares.
2. The Employee Stock Options are fully exercisable.
3. 20,764 shares of the Employee Stock Options are exercisable. The remaining 5,191 will become exercisable on 5/11/2020.
4. 30,339 shares of the Employee Stock Options are exercisable. The remaining 20,226 will become exercisable in 2 remaining equal annual installments starting on 5/10/2020.
5. 25,271 shares of the Employee Stock Options are exercisable. The remaining 37,907 will become exercisable in 3 remaining equal annual installments starting on 5/10/2020.
6. 27,861 shares of the Employee Stock Options are exercisable. The remaining 111,448 will become exercisable in 4 remaining equal annual installments starting on 5/10/2020.
7. The Employee Stock Options become exercisable in five equal annual installments commencing on 5/10/2020.
8. With certain exceptions, the PSUs vest on 5/10/2020 subject to Mr. Waltzinger's continued service to the Company on such date.
9. The PSUs convert on a one-for-one basis into common stock.
Remarks:
Mr. Waltzinger is President - Bed Bath & Beyond Business Units. Exhibit 24 - Power of Attorney
/s/ Louis Rambo, Attorney-in-Fact 08/14/2019
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
								EXHIBIT 24

			LIMITED POWER OF ATTORNEY FOR
			SECTION 16 REPORTING PURPOSES

		Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Peter Samuels, Frank Zarb, Michael Ellis,
Louis Rambo, Allan N. Rauch and Sarah Gregory, acting individually, as the
undersigned's true and lawful attorney-in-fact, with full power and authority
as hereinafter described on behalf of and in the name, place and stead of the
undersigned to:

		(1)	execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Bed Bath & Beyond Inc.
(the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended from time to time (the "Exchange Act");

		(2)	seek or obtain, as the undersigned's representative
and on the undersigned's behalf, information on transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to any attorney-in-fact and further
approves and ratifies any such release of information;

		(3)	do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to prepare, complete and
execute any such Form 3, 4 or 5, and any amendments thereto, and timely file
such Forms with the United States Securities and Exchange Commission (the
"Commission"), the NASDAQ Stock Market and any stock exchange or similar
authority as considered necessary or advisable under Section 16(a) of the
Exchange Act (including, without limitation, executing and delivering a Form
ID to the Commission to obtain EDGAR filing codes); and

		(4)	take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Limited Power
of Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's sole
discretion.

		The undersigned hereby gives and grants to each such
attorney-in-fact full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact shall lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein granted.

		The undersigned hereby acknowledges that (a) the foregoing
attorneys-in-fact are serving in such capacity at the request of the
undersigned; (b) this Limited Power of Attorney authorizes, but does not
require, each such attorney-in-fact to act in their discretion on information
provided to such attorney-in-fact without independent verification of such
information; (c) any documents prepared and/or executed by any
attorney-in-fact on behalf of the undersigned pursuant to this Limited Power
of Attorney shall be in such form and shall contain such information and
disclosure as such attorney-in-fact, in his or her sole discretion, deems
necessary or advisable; (d) neither the Company nor any attorney-in-fact
assumes (i) any liability for the undersigned's responsibility to comply with
the requirements of the Exchange Act, (ii) any liability of the undersigned
for any failure to comply with such requirements, or (iii) any obligation or
liability of the undersigned for profit disgorgement under Section 16(b) of
the Exchange Act; and (e) this Limited Power of Attorney does not relieve the
undersigned from responsibility for compliance with the undersigned's
obligations under the Exchange Act, including, without limitation, the
reporting requirements under Section 16 of the Exchange Act.

		This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of, and transactions in, securities
issued by the Company, unless earlier revoked as to any attorney-in-fact by
the undersigned in a signed writing delivered to such attorney-in-fact.

		IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 9th day of August, 2019.


					/s/ G. William Waltzinger, Jr.
					------------------------------
					G. William Waltzinger, Jr.