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 *

Motes Joseph L III
2. Issuer Name and Ticker or Trading Symbol

ALLIANCE DATA SYSTEMS CORP [ ADS ]
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)
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 2/18/2020  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)
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) 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Motes Joseph L III
7500 DALLAS PARKWAY, SUITE 700
PLANO, TX 75024


EVP, CAO, Gen Counsel & Secy

Signatures
Cynthia L. Hageman, Attorney in Fact2/20/2020
**Signature of Reporting PersonDate

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