Form Type: 4

SEC EDGAR Link
Accession Number:0001418812-19-000023
Date:2019-04-25
Issuer: ALLIANCE DATA SYSTEMS CORP (ADS)
Original Submission Date:

Reporting Person:

VALUEACT HOLDINGS, L.P.
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR SAN FRANCISCO, CA 94129

Reporting Person:

VALUEACT CAPITAL MASTER FUND, L.P.
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR SAN FRANCISCO, CA 94129

Reporting Person:

VA PARTNERS I, LLC
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR SAN FRANCISCO, CA 94129

Reporting Person:

VALUEACT CAPITAL MANAGEMENT, L.P.
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR SAN FRANCISCO, CA 94129

Reporting Person:

VALUEACT CAPITAL MANAGEMENT, LLC
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR SAN FRANCISCO, CA 94129

Reporting Person:

VALUEACT HOLDINGS II, L.P.
ONE LETTERMAN DRIVE
BUILDING D, FOURTH FLOOR SAN FRANCISCO, CA 94129

Reporting Person:

VALUEACT HOLDINGS GP, LLC
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR SAN FRANCISCO, CA 94129

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-04-25 J 1,500,000 d $0.00 3,707,646 indirect f2,f3
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK 0.0 2019-04-25 deemed execution date J 150,000 (a) common stock 1,500,000 $0.00 150,000 indirect see footnotes
Footnotes
IDfootnote
f1 pursuant to an exchange agreement approved by the board of directors of alliance data systems corporation, 1,500,000 shares of common stock, par value $0.01 per share ("common stock") of alliance data systems corporation, were exchanged for 150,000 shares of series a non-voting convertible preferred stock, par value $0.01 per share. this transaction is exempt under 16b-3.
f2 each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of section 16 of the securities exchange act of 1934, as amended, or for any other purpose.
f3 the securities reported herein are held by valueact capital master fund, l.p. and may be deemed to be indirectly beneficially owned by (i) va partners i, llc as general partner of valueact capital master fund, l.p., (ii) valueact capital management, l.p. as the manager of valueact capital master fund, l.p., (iii) valueact capital management, llc as general partner of valueact capital management, l.p., (iv) valueact holdings, l.p. as the majority owner of the membership interests of va partners i, llc, (v) valueact holdings ii, l.p. as the sole owner of the membership interests of valueact capital management, llc and as the majority owner of the limited partnership interests of valueact capital management, l.p., and (vi) valueact holdings gp, llc as general partner of valueact holdings, l.p. and valueact holdings ii, l.p.
f4 the nonvoting preferred stock is convertible into shares of common stock on a ten-for-one basis.
f5 the nonvoting preferred stock is convertible into shares of common stock immediately upon issuance.
f6 the conversion of the nonvoting preferred stock has no expiration date.
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