Statement of Changes in Beneficial Ownership (4)
October 30 2019 - 5:38PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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1. Name and Address of Reporting Person
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ValueAct Holdings, L.P. |
2. Issuer Name and Ticker or Trading Symbol
ALLIANCE DATA SYSTEMS CORP
[
ADS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
ONE LETTERMAN DRIVE, BUILDING D, 4TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/28/2019
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(Street)
SAN FRANCISCO, CA 94129
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/28/2019
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S
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2000000
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D
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$101.5
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1707646
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I
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See Footnotes (1)(2)
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Common Stock
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10/29/2019
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J(3)
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1500000
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A
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(3)
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3207646
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I
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See Footnotes (1)(2)
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Common Stock
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10/29/2019
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S
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1830000
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D
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$102
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1377646
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I
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See Footnotes (1)(2)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Non-Voting Convertible Preferred Stock
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(4)
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10/29/2019
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J (3)
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150000
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(5)
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(6)
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Common Stock
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1500000
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(3)
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0
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I
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See Footnotes (1)(2)
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Explanation of Responses:
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(1)
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Each reporting person listed herein disclaims beneficial ownership of the reported
securities except to the extent of its pecuniary interest therein, and this report
shall not be deemed an admission that such 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.
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(2)
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The securities reported herein are held by ValueAct Capital Master Fund, L.P. and
may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as
General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital
Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii)
ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management,
L.P., (iv) ValueAct Holdings, L.P. as the majority owner of the membership interests
of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the
membership interests of ValueAct Capital Management, LLC and as the majority owner
of the limited partnership interests of ValueAct Capital Management, L.P., and (vi)
ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct
Holdings II, L.P.
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(3)
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On October 29, 2019 the Reporting Persons converted the previously disclosed 150,000
shares of Series A Non-Voting Convertible Preferred Stock to 1,500,000 shares of
Common Stock.
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(4)
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The Nonvoting Preferred Stock is convertible into shares of Common Stock on a ten-for-one basis.
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(5)
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The Nonvoting Preferred Stock is convertible into shares of Common Stock immediately upon issuance.
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(6)
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The conversion of the Nonvoting Preferred Stock has no expiration date.
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Remarks: - The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. |
Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ValueAct Holdings, L.P. ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO, CA 94129
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X
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ValueAct Capital Master Fund, L.P. ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO, CA 94129
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X
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VA Partners I, LLC ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO, CA 94129
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X
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ValueAct Capital Management, L.P. ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO, CA 94129
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X
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ValueAct Capital Management, LLC ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO, CA 94129
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X
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ValueAct Holdings II, L.P. ONE LETTERMAN DRIVE BUILDING D, FOURTH FLOOR SAN FRANCISCO, CA 94129
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X
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ValueAct Holdings GP, LLC ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO, CA 94129
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X
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Signatures
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VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer
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10/30/2019
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**Signature of Reporting Person
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Date
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VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer
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10/30/2019
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**Signature of Reporting Person
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Date
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VA PARTNERS I, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer
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10/30/2019
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**Signature of Reporting Person
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Date
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VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer
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10/30/2019
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**Signature of Reporting Person
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Date
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VALUEACT CAPITAL MANAGEMENT, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer
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10/30/2019
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**Signature of Reporting Person
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Date
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VALUEACT HOLDINGS II, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer
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10/30/2019
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**Signature of Reporting Person
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Date
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VALUEACT HOLDINGS GP, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer
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10/30/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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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