Edgar Filing: BED BATH & BEYOND INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TEMARES STEVEN H

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)
Chief Executive Officer

(Last)

(First)

(Middle)

C/O BED BATH & BEYOND INC., 650 LIBERTY AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2013

(Street)

UNION, NJ 07083

4. If Amendment, Date 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

(City)

(State)

(Zip)

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, par value $0.01 per share	10/22/2013		M		28,507	A	$ 41.345	28,507 ⁽¹⁾	I	By Family Limited Partnership
Common Stock, par value $0.01 per share	10/22/2013		S		28,507	D	$ 77.0882 ⁽²⁾	0 ⁽¹⁾	I	By Family Limited Partnership
Common Stock, par value $0.01 per share	10/23/2013		M		1,583	A	$ 41.345	1,583 ⁽¹⁾	I	By Family Limited Partnership
Common Stock, par value $0.01 per share	10/23/2013		S		1,583	D	$ 77.05	0 ⁽¹⁾	I	By Family Limited Partnership
Common Stock, par value $0.01 per share	10/23/2013		M		7,744	A	$ 38.515	602,420	D
Common Stock, par value $0.01 per share	10/23/2013		S		7,744	D	$ 77.1	594,676	D
Common Stock, par value $0.01 per share	10/24/2013		M		17,256	A	$ 38.515	611,932	D
Common Stock, par value $0.01 per share	10/24/2013		S		17,256	D	$ 77.1292 ⁽³⁾	594,676	D
Common Stock, par value $0.01 per share								5,000 ⁽⁴⁾	I	By Family Limited Partnership

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 41.345

10/22/2013

28,507

⁽⁵⁾

03/03/2014

Common Stock

28,507

$ 0

1,583 ⁽¹⁾

By Family Limited Partnership

Employee Stock Option (right to buy)

$ 41.345

10/23/2013

1,583

⁽⁵⁾

03/03/2014

Common Stock

1,583

$ 0

0 ⁽¹⁾

By Family Limited Partnership

Employee Stock Option (right to buy)

$ 38.515

10/23/2013

7,744

⁽⁵⁾

04/17/2014

Common Stock

7,744

$ 0

142,256

Employee Stock Option (right to buy)

$ 38.515

10/24/2013

17,256

⁽⁵⁾

04/17/2014

Common Stock

17,256

$ 0

125,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TEMARES STEVEN H C/O BED BATH & BEYOND INC. 650 LIBERTY AVENUE UNION, NJ 07083	X		Chief Executive Officer

Signatures

/s/ Ori Solomon - Attorney-in-Fact		10/24/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents securities held by a family limited partnership, of which Mr. Temares and his spouse are the sole general partners, and of which Mr. Temares and his spouse serve as limited partners together with trusts for the benefit of Mr. Temares, his spouse and his children.
(2)	This transaction was executed in multiple trades at prices ranging from $77.05 to $77.21. 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 issuer or a security holder of the issuer.
(3)	This transaction was executed in multiple trades at prices ranging from $77.10 to $77.23. 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 issuer or a security holder of the issuer.
(4)	Represents shares held by a family limited partnership established by Mr. Temares' mother. Mr. Temares disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(5)	The Employee Stock Option is fully exercisable.

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