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
                                                                                  
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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 *

Andretta Ralph J
2. Issuer Name and Ticker or Trading Symbol

ALLIANCE DATA SYSTEMS CORP [ ADS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

3075 LOYALTY CIRCLE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/18/2021
(Street)

COLUMBUS, OH 43219
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/18/2021  A(1)  1366 A (1)147567 D  
Common Stock 2/18/2021  A(2)  6145 A (2)153712 D  
Common Stock 2/18/2021  F(3)  8766 D$84.65 144946 (4)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Based on meeting strategic and operational objectives performance metrics for 2020, 150% of the original award of 2,731 performance-based restricted stock units granted 2/18/20 were earned, resulting in an additional 1,366 units, for a total of 4,097 units. The restrictions will lapse with respect to 1,352 units on 2/18/22 and with respect to 1,393 units on 2/18/23, subject to continued employment by the Reporting Person on the remaining vesting dates.
(2) Based on meeting strategic and operational objectives performance metrics for 2020, 150% of the original award of 12,289 performance-based restricted stock units granted 2/18/20 were earned, resulting in an additional 6,145 units, for a total of 18,434 units. The restrictions will lapse with respect to 6,083 units on 2/18/22 and with respect to 6,268 units on 2/18/23, subject to continued employment by the Reporting Person on the remaining vesting dates.
(3) Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
(4) The total number of securities beneficially owned includes: (a) 10,558 unrestricted shares; (b) 4,575 unvested units from an award of 6,827 time-based restricted stock units granted 2/18/20; (c) 4,131 unvested units from an award of 6,165 time-based restricted stock units granted 2/18/20; (d) 7,604 unvested units from an award of 15,207 time-based restricted stock units granted 2/18/20; (e) 12,288 unvested performance-based restricted stock units granted 2/18/20; (f) 2,745 unvested units from an award of 4,097 performance-based restricted stock units granted 2/18/20; (g) 12,351 unvested units from an award of 18,434 performance-based restricted stock units granted 2/18/20; (h) 56,684 unvested time-based restricted stock units granted 2/16/21; and (i) 34,010 unvested performance-based restricted stock units granted 2/16/21.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Andretta Ralph J
3075 LOYALTY CIRCLE
COLUMBUS, OH 43219
X
President and CEO

Signatures
Cynthia L. Hageman, Attorney in Fact2/22/2021
**Signature of Reporting PersonDate

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