UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the
Securities Exchange Act of 1934
(Amendment
No. )*
BREAD FINANCIAL HOLDINGS, INC.
(Name of
Issuer)
Common
Stock
(Title of Class of
Securities)
018581108
(CUSIP
Number)
December 31, 2022
(Date of Event
which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this
Schedule is filed:
☒ Rule
13d-1(b)
☐ Rule
13d-1(c)
☐ Rule
13d-1(d)
* The remainder
of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover
page.
The information
required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Continued on
following pages
Page 1 of 5 Pages
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1
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NAMES OF REPORTING PERSONS
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TURTLE CREEK ASSET MANAGEMENT INC.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5
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SOLE VOTING POWER
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4,266,381
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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4,266,381
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,266,381
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.6%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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FI
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Item 1(a). |
Name of
Issuer:
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Bread Financial
Holdings, Inc. (the “Issuer”)
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Item 1(b). |
Address of
Issuer’s Principal Executive Offices:
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3095 Loyalty
Circle, Columbus, OH, 43219
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Item 2(a). |
Name of Person
Filing
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This statement on
Schedule 13G is being filed by Turtle Creek Asset Management Inc.
(“Turtle Creek”).
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Item 2(b). |
Address of
Principal Business Office or, if None, Residence:
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Scotia Plaza, 40
King Street West, Suite 5100, Toronto, Ontario M5H 3Y2 Canada
Canada
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Item 2(d). |
Title of Class
of Securities:
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Common Stock (the
“Shares”)
018581108
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Item 3. |
If This
Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or
(c), Check Whether the Person Filing is a:
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(j) ☒ A non-U.S.
institution in accordance with Rule 240.13d-1(b)(1)(ii)(J)
If filing in
accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the
type of institution: investment advisor
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Item 4(a) |
Amount
Beneficially Owned:
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See the response(s)
to Item 9 on the attached cover pages.
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Item 4(b) |
Percent of
Class:
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See the response(s)
to Item 11 on the attached cover pages.
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Item 4(c) |
Number of
Shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
See the response(s) to Item 5 on the attached cover
pages.
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(ii)
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Shared power to vote or to direct the vote:
See the response(s) to Item 6 on the attached cover
pages.
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(iii)
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Sole power to dispose or to direct the
disposition of: See the response(s) to Item 7 on the attached cover
pages.
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(iv)
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Shared power to dispose or to direct the
disposition of: See the response(s) to Item 8 on the attached cover
pages.
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Item 5. |
Ownership of
Five Percent or Less of a Class:
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This Item
5 is not applicable.
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Item 6. |
Ownership of
More than Five Percent on Behalf of Another Person:
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Turtle
Creek holds the Shares reported herein for the benefit of unit
holders of mutual funds managed by Turtle Creek, none of whom is
known to Turtle Creek to have an interest of more than 5 percent of
the class.
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Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company or Control
Person:
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This Item 7 is not
applicable.
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Item 8. |
Identification
and Classification of Members of the Group:
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This Item 8 is not
applicable.
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Item 9. |
Notice of
Dissolution of Group:
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This Item 9 is not
applicable.
By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any
transaction having that purpose or effect.
By signing below I
certify that, to the best of my knowledge and belief, the foreign
regulatory scheme applicable to investment fund managers and
portfolio managers registered with the Ontario
Securities Commission is substantially comparable to
the regulatory scheme applicable to the functionally equivalent
U.S. institution(s). I also undertake to furnish to the Commission
staff, upon request, information that would otherwise be disclosed
in a Schedule 13D.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
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Dated: February 14, 2023
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TURTLE CREEK
ASSET MANAGEMENT INC.
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By:
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/s/ Meaghan Einav
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Name: Meaghan Einav
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Title: Chief Compliance
Officer
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