Statement of Changes in Beneficial Ownership (4)
February 20 2020 - 5:20PM
Edgar (US Regulatory)
FORM 4
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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
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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
*
Motes Joseph L III |
2. Issuer Name and Ticker or Trading Symbol
ALLIANCE DATA SYSTEMS CORP
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ADS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, CAO, Gen Counsel & Secy |
(Last)
(First)
(Middle)
7500 DALLAS PARKWAY, SUITE 700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/18/2020 |
(Street)
PLANO, TX 75024
(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)
_X
_ Form filed by One Reporting Person
___ 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 | 2/18/2020 | | A(1) | | 1839 | A | (1) | 11314 | D | |
Common Stock | 2/18/2020 | | A(2) | | 2299 | A | (2) | 13613 | D | |
Common Stock | 2/18/2020 | | A(3) | | 4138 | A | (3) | 17751 | D | |
Common Stock | 2/18/2020 | | A(4) | | 919 | A | (4) | 18670 | D | |
Common Stock | 2/18/2020 | | F(5) | | 275 | D | $100.85 | 15977 (6)(7)(8) | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Explanation of Responses: |
(1) | The new grant is for 1,839 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 606 units on 2/18/21, on 607 units on 2/18/22 and on 626 units on 2/18/23, subject to continued employment by the Reporting Person on the vesting dates. |
(2) | The new grant is for 2,299 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down at the time the performance restriction lapses. The restriction may lapse with respect to 33% of such shares on each of 2/18/21 and 2/18/22 and with respect to 34% of such shares on 2/18/23 contingent on meeting an EBT metric for 2020 and subject to continued employment by the Reporting Person on the vesting dates. |
(3) | The new grant is for 4,138 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down at the time the performance restriction lapses. The restriction may lapse with respect to 100% of such shares on 2/18/22 contingent on meeting a relative total shareholder return metric for 2020 and 2021 and subject to continued employment by the Reporting Person on the vesting dates. |
(4) | The new grant is for 919 shares of common stock represented by performance-based restricted stock units, which may be adjusted down at the time the performance restriction lapses. The restriction may lapse with respect to 33% of such shares on each of 2/18/21 and 2/18/22 and with respect to 34% of such shares on 2/18/23 contingent on meeting strategic and operational objectives performance metrics for 2020 and subject to continued employment by the Reporting Person on the vesting dates. |
(5) | Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units. |
(6) | The total number of securities beneficially owned includes: (a) 4,427 unrestricted shares; (b) 163 unvested units from an award of 479 time-based restricted stock units granted 2/15/18; (c) 247 unvested units from an award of 729 performance-based restricted stock units granted 2/15/18; (d) 488 unvested units from an award of 728 time-based restricted stock units granted 2/15/19; (e) 1,457 unvested performance-based restricted stock units granted 2/15/19; (f) the new grant for 1,839 time-based restricted stock units; (g) the new grant for 2,299 performance-based restricted stock units; (h) the new grant for 4,138 performance-based restricted stock units; and (i) the new grant for 919 performance-based restricted stock units. |
(7) | The grant for 1,457 performance-based restricted stock units awarded on 2/15/19 was forfeited due to failure to meet the EBT performance metric for 2019. |
(8) | The grant for 961 performance-based restricted stock units awarded on 2/15/18 was forfeited due to failure to meet the relative total shareholder return metric for 2018 and 2019. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Motes Joseph L III 7500 DALLAS PARKWAY, SUITE 700 PLANO, TX 75024 |
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| EVP, CAO, Gen Counsel & Secy |
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Signatures
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Cynthia L. Hageman, Attorney in Fact | | 2/20/2020 |
**Signature of Reporting Person | Date |
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