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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(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)
05/10/2016
(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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 05/10/2016   M   121,584 A $32.87 645,671 D  
Common Stock, par value $0.01 per share 05/10/2016   S   121,584 D $45.8079 (1) 524,087 D  
Common Stock, par value $0.01 per share 05/10/2016   F   28,707 (2) D $45.525 495,380 D  
Common Stock, par value $0.01 per share 05/12/2016   M   65,560 A $32.87 560,940 D  
Common Stock, par value $0.01 per share 05/10/2016   M   132,094 A $32.87 146,380 I By Family Limited Partnership (3)
Common Stock, par value $0.01 per share 05/10/2016   S   102,094 D $45.8079 (1) 44,286 I By Family Limited Partnership (3)
Common Stock, par value $0.01 per share 05/12/2016   M   55,050 A $32.87 99,336 I By Family Limited Partnership (3)
Common Stock, par value $0.01 per share               5,000 I By Family Limited Partnership (4)

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $32.87 05/10/2016   M     121,584   (5) 05/12/2016 Common Stock 121,584 $ 0 65,560 D  
Employee Stock Option (right to buy) $45.525 05/10/2016   A   209,542     (6) 05/10/2024 Common Stock 209,542 $ 0 209,542 D  
Employee Stock Option (right to buy) $32.87 05/12/2016   M     65,560   (5) 05/12/2016 Common Stock 65,560 $ 0 0 D  
Employee Stock Option (right to buy) $32.87 05/10/2016   M     132,094   (5) 05/12/2016 Common Stock 132,094 $ 0 55,050 I By Family Limited Partnership (3)
Employee Stock Option (right to buy) $32.87 05/12/2016   M     55,050   (5) 05/12/2016 Common Stock 55,050 $ 0 0 I By Family Limited Partnership (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 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/ Charles Lee - Attorney-in-Fact   05/12/2016
**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) This transaction was executed in multiple trades at prices ranging from $45.80 to $45.88. 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.
(2) Represents the surrender of shares to the Company to satisfy Mr. Temares' tax withholding obligation upon the vesting of shares of restricted stock previously granted to Mr. Temares.
(3) 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.
(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 Options were fully exercisable.
(6) The Employee Stock Options are exercisable in five equal annual installments commencing on the first anniversary of the date of grant.

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