0001101215-17-000049.txt : 20170217 0001101215-17-000049.hdr.sgml : 20170217 20170217161508 ACCESSION NUMBER: 0001101215-17-000049 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170215 FILED AS OF DATE: 20170217 DATE AS OF CHANGE: 20170217 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE DATA SYSTEMS CORP CENTRAL INDEX KEY: 0001101215 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 311429215 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7500 DALLAS PARKWAY, SUITE 700 CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: 2144943000 MAIL ADDRESS: STREET 1: 7500 DALLAS PARKWAY, SUITE 700 CITY: PLANO STATE: TX ZIP: 75024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pearson Bryan A CENTRAL INDEX KEY: 0001376988 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15749 FILM NUMBER: 17621526 MAIL ADDRESS: STREET 1: 17655 WATERVIEW PARKWAY CITY: DALLAS STATE: TX ZIP: 75252 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-02-15 0001101215 ALLIANCE DATA SYSTEMS CORP ADS 0001376988 Pearson Bryan A 7500 DALLAS PARKWAY, SUITE 700 PLANO TX 75024 0 1 0 0 EVP & President, LoyaltyOne Common Stock 2017-02-15 4 A 0 1992 A 19386 D Common Stock 2017-02-15 4 A 0 3985 A 23371 D Common Stock 2017-02-15 4 A 0 3985 A 27356 D Common Stock 2017-02-15 4 A 0 2172 A 29528 D Common Stock 2017-02-16 4 F 0 900 230.95 D 24564 D Common Stock 85942 I By 2456779 Ontario Inc. The new grant is for 1,992 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 657 units on each of 2/15/18 and 2/15/19 and on 678 units on 2/18/20, subject to continued employment by the Reporting Person on the vesting dates. The new grant is for 3,985 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the EBT performance metric for 2017. Following any such adjustment, restrictions will lapse with respect to 33% of such shares on each of 2/15/18 and 2/15/19 and with respect to 34% of such shares on 2/18/20, subject to continued employment by the Reporting Person on the vesting dates. The new grant is for 3,985 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the relative Total Shareholder Return performance metric for 2017-2018. Following any such adjustment, restrictions will lapse with respect to 100% of such shares on 2/15/19, subject to continued employment by the Reporting Person on the vesting date. The new grant is for 2,172 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the core earnings per share performance metric for 2017. Following any such adjustment, restrictions will lapse with respect to 50% of such shares on each of 2/15/18 and 2/15/19, subject to continued employment by the Reporting Person on the vesting dates. Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units. The total number of securities beneficially owned includes: (a) 780 unrestricted shares; (b) 519 unvested units from an award of 1,525 time-based restricted stock units granted 2/18/14; (c) 2,811 unvested units from an award of 8,267 performance-based restricted stock units granted 2/18/14; (d) 982 unvested units from an award of 1,465 time-based restricted stock units granted 2/17/15; (e) 3,929 unvested units from an award of 5,864 performance-based restricted stock units granted 2/17/15; (f) 1,226 unvested units from an award of 1,830 time-based restricted stock units granted 2/16/16; (g) 2,183 unvested units from an award of 3,259 performance-based restricted stock units granted 2/16/16; (h) the new grant for 1,992 time-based restricted stock units; (i) the new grant for 3,985 performance-based restricted stock units; (j) the new grant for 3,985 performance-based restricted stock units; and (k) the new grant for 2,172 performance-based restricted stock units. The compensation committee's assessment of EBT performance for 2016 resulted in 89% payout; however, the compensation committee exercised its discretion to reduce the amount earned to 44.5% of the original award of 7,323 performance-based restricted stock units granted 2/16/16, or 3,259 units. The restrictions will lapse with respect to 1,076 units on 2/16/18 and with respect to 1,107 units on 2/19/19, subject to continued employment by the Reporting Person on the remaining vesting dates. The shares are held by 2456779 Ontario Inc., an Ontario, Canada corporation, of which the reporting person is the sole shareholder. Cynthia L. Hageman, Attorney in Fact 2017-02-17