FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                       
1. Name and Address of Reporting Person * Turtle Creek Asset Management Inc. 2. Date of Event Requiring Statement (MM/DD/YYYY)
5/4/2023 

 3. Issuer Name and Ticker or Trading Symbol BREAD FINANCIAL HOLDINGS, INC. [BFH]
(Last)        (First)        (Middle)
SCOTIA PLAZA, 40 KING STREET WEST, SUITE 5100		 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)
TORONTO, A6 M5H 3Y2      
(City)              (State)              (Zip)
 5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

 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  4274163  I (1) By Turtle Creek Equity Fund (1)
Common Stock  396696  I (1) By Turtle Creek Investment Fund (1)
Common Stock  312316  I (1) By Turtle Creek United States Equity Fund (1)
Common Stock  24677  I (1) By Turtle Creek North American Equity Fund (1)
Common Stock  4147  I (1) By Turtle Creek Small Cap Equity Fund (1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(MM/DD/YYYY)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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

Explanation of Responses:
(1)  The Reporting Person serves as investment manager to each of Turtle Creek Equity Fund, Turtle Creek Investment Fund, Turtle Creek United States Equity Fund, Turtle Creek North American Equity Fund and Turtle Creek Small Cap Equity Fund. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Turtle Creek Asset Management Inc.
SCOTIA PLAZA
40 KING STREET WEST, SUITE 5100
TORONTO, A6 M5H 3Y2
X


Signatures
/s/ Meaghan Einav, Chief Compliance Officer 5/8/2023
**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 control number.
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