Pearson Bryan A 4
4 · ALLIANCE DATA SYSTEMS CORP · Filed Feb 20, 2018
Insider Transaction Report
Form 4
Pearson Bryan A
EVP & President, LoyaltyOne
Transactions
- Award
Common Stock
2018-02-15+3,667→ 23,536 total - Tax Payment
Common Stock
2018-02-15$243.99/sh−1,716$418,687→ 25,366 total - Award
Common Stock
2018-02-15+1,833→ 19,869 total - Award
Common Stock
2018-02-15+3,667→ 27,203 total - Award
Common Stock
2018-02-15+1,086→ 28,289 total
Holdings
- 85,942(indirect: By 2456779 Ontario Inc.)
Common Stock
Footnotes (8)
- [F1]The new grant is for 1,833 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 604 units on 2/15/19, on 605 units on 2/18/20 and on 624 units on 2/16/21, subject to continued employment by the Reporting Person on the vesting dates.
- [F2]The new grant is for 3,667 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 2/15/19 and 2/18/20 and with respect to 34% of such shares on 2/16/21 contingent on meeting an EBT metric for 2018 and subject to continued employment by the Reporting Person on the vesting dates.
- [F3]The new grant is for 3,667 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 2/18/20 contingent on meeting a relative total shareholder return metric for 2018 and 2019 and subject to continued employment by the Reporting Person on the vesting dates.
- [F4]Based on the Company's EBT performance in 2017, 150% of the original award of 2,172 performance-based restricted stock units granted 2/15/17 were earned, resulting in an additional 1,086 units, for a total of 3,258 units. The restrictions will lapse with respect to 1,629 units on 2/15/19, subject to continued employment by the Reporting Person on the remaining vesting dates.
- [F5]Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
- [F6]The total number of securities beneficially owned includes: (a) 1,487 unrestricted shares; (b) 499 unvested units from an award of 1,465 time-based restricted stock units granted 2/17/15; (c) 1,994 unvested units from an award of 5,864 performance-based restricted stock units granted 2/17/15; (d) 1,226 unvested units from an award of 1,830 time-based restricted stock units granted 2/16/16; (e) 2,183 unvested units from an award of 3,259 performance-based restricted stock units granted 2/16/16; (f) 1,335 unvested units from an award of 1,992 time-based restricted stock units granted 2/15/17; (g) 1,861 unvested units from an award of 2,778 performance-based restricted stock units granted 2/15/17; (h) 3,985 unvested performance-based restricted stock units granted 2/15/17; (i) 1,629 unvested units from an award of 3,258 performance-based restricted stock units granted 2/15/17; (j) the new grant for 1,833 time-based restricted stock units;
- [F7]Based on the Company's EBT performance in 2017, 69.7% of the original award of 3,985 performance-based restricted stock units granted 2/15/17, or 2,778 units, were earned. The restrictions will lapse with respect to 917 units on 2/15/19 and with respect to 944 units on 2/18/20, subject to continued employment by the Reporting Person on the remaining vesting dates.
- [F8]The shares are held by 2456779 Ontario Inc., an Ontario, Canada corporation, of which the reporting person is the sole shareholder.