Statement of Changes in Beneficial Ownership (4)
February 20 2020 - 05:17PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Andretta Ralph J |
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)
__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)
2/18/2020 |
(Street)
COLUMBUS, OH 43219
(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) | | 6827 | A | (1) | 6827 | D | |
Common Stock | 2/18/2020 | | A(2) | | 6165 | A | (2) | 12992 | D | |
Common Stock | 2/18/2020 | | A(3) | | 15207 | A | (3) | 28199 | D | |
Common Stock | 2/18/2020 | | A(4) | | 12288 | A | (4) | 40487 | D | |
Common Stock | 2/18/2020 | | A(5) | | 2731 | A | (5) | 43218 | D | |
Common Stock | 2/18/2020 | | A(6) | | 12289 | A | (6) | 55507 (7) | 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 6,827 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 2,252 units on 2/18/21, on 2,253 units on 2/18/22 and on 2,322 units on 2/18/23, subject to continued employment by the Reporting Person on the vesting dates. |
(2) | The new grant is for 6,165 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 2,034 units on each of 2/18/21 and 2/18/22 and on 2,097 units on 2/18/23, subject to continued employment by the Reporting Person on the vesting dates. |
(3) | The new grant is for 15,207 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 7,603 units on 2/18/21 and on 7,604 units on 2/18/22, subject to continued employment by the Reporting Person on the vesting dates. |
(4) | The new grant is for 12,288 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. |
(5) | The new grant is for 2,731 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. |
(6) | The new grant is for 12,289 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. |
(7) | The total number of securities beneficially owned includes: (a) the new grant for 6,827 time-based restricted stock units; (b) the new grant for 6,165 time-based restricted stock units; (c) the new grant for 15,207 time-based restricted stock units; (d) the new grant for 12,288 performance-based restricted stock units; (e) the new grant for 2,731 performance-based restricted stock units; and (f) the new grant for 12,289 performance-based restricted stock units. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Andretta Ralph J 3075 LOYALTY CIRCLE COLUMBUS, OH 43219 | X |
| President and CEO |
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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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