RC Ventures Form 4 BED BATH & BEYOND / Ryan Cohen 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^*

Cohen Ryan

(Last)

(First)

(Middle)

PO BOX 25250

PMB 30427

(Street)

MIAMI

33102

(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	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Footnote 1

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2022

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

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

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value⁽¹⁾	08/16/2022		S		446,399	D	$18.6848⁽³⁾	7,333,601	I	By RC Ventures LLC⁽²⁾
Common Stock, $.01 par value⁽¹⁾	08/16/2022		S		812,448	D	$19.4817⁽⁴⁾	6,521,153	I	By RC Ventures LLC⁽²⁾
Common Stock, $.01 par value⁽¹⁾	08/16/2022		S		1,443,818	D	$20.7834⁽⁵⁾	5,077,335	I	By RC Ventures LLC⁽²⁾
Common Stock, $.01 par value⁽¹⁾	08/16/2022		S		1,059,021	D	$21.4209⁽⁶⁾	4,018,314	I	By RC Ventures LLC⁽²⁾
Common Stock, $.01 par value⁽¹⁾	08/16/2022		S		795,559	D	$22.7093⁽⁷⁾	3,222,755	I	By RC Ventures LLC⁽²⁾
Common Stock, $.01 par value⁽¹⁾	08/16/2022		S		169,335	D	$23.3293⁽⁸⁾	3,053,420	I	By RC Ventures LLC⁽²⁾
Common Stock, $.01 par value⁽¹⁾	08/16/2022		S		103,901	D	$24.8685⁽⁹⁾	2,949,519	I	By RC Ventures LLC⁽²⁾
Common Stock, $.01 par value⁽¹⁾	08/16/2022		S		104,077	D	$25.5918⁽¹⁰⁾	2,845,442	I	By RC Ventures LLC⁽²⁾
Common Stock, $.01 par value⁽¹⁾	08/16/2022		S		65,442	D	$26.2713⁽¹¹⁾	2,780,000	I	By RC Ventures LLC⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Cohen Ryan

(Last)

(First)

(Middle)

PO BOX 25250

PMB 30427

(Street)

MIAMI

33102

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RC Ventures LLC

(Last)

(First)

(Middle)

PO BOX 25250

PMB 30427

(Street)

MIAMI

33102

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by RC Ventures LLC ("RC Ventures") and Ryan Cohen ("Mr. Cohen" and together with RC Ventures, the "Reporting Persons"). The Reporting Persons previously may have been deemed members of a Section 13(d) group that no longer beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock ("Shares"). Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. Securities of the Issuer owned directly by RC Ventures. Mr. Cohen, as the Manager of RC Ventures, may be deemed to beneficially own the securities of the Issuer which are owned directly by RC Ventures.

3. Represents a weighted average price. These Shares were sold in multiple transactions at prices ranging from $18.0600 to $19.0500, inclusive. The Reporting Persons undertake to provide 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 range set forth in this footnote.

4. Represents a weighted average price. These Shares were sold in multiple transactions at prices ranging from $19.0600 to $20.0100, inclusive. The Reporting Persons undertake to provide 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 range set forth in this footnote.

5. Represents a weighted average price. These Shares were sold in multiple transactions at prices ranging from $20.1200 to $21.1100, inclusive. The Reporting Persons undertake to provide 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 range set forth in this footnote.

6. Represents a weighted average price. These Shares were sold in multiple transactions at prices ranging from $21.1200 to $22.1100, inclusive. The Reporting Persons undertake to provide 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 range set forth in this footnote.

7. Represents a weighted average price. These Shares were sold in multiple transactions at prices ranging from $22.1300 to $23.1200, inclusive. The Reporting Persons undertake to provide 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 range set forth in this footnote.

8. Represents a weighted average price. These Shares were sold in multiple transactions at prices ranging from $23.1300 to $23.8400, inclusive. The Reporting Persons undertake to provide 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 range set forth in this footnote.

9. Represents a weighted average price. These Shares were sold in multiple transactions at prices ranging from $24.1500 to $25.1400, inclusive. The Reporting Persons undertake to provide 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 range set forth in this footnote.

10. Represents a weighted average price. These Shares were sold in multiple transactions at prices ranging from $25.1500 to $26.0600, inclusive. The Reporting Persons undertake to provide 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 range set forth in this footnote.

11. Represents a weighted average price. These Shares were sold in multiple transactions at prices ranging from $26.1500 to $26.4500, inclusive. The Reporting Persons undertake to provide 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 range set forth in this footnote.

	/s/ Ryan Cohen	08/18/2022
	RC Ventures LLC, By: /s/ Ryan Cohen, Manager	08/18/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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RC Ventures Form 4BED BATH & BEYOND / Ryan Cohen ownership change