ALLIANCE DATA SYSTEMS CORP·4

Feb 20, 4:07 PM ET

Kennedy Bryan J 4

4 · ALLIANCE DATA SYSTEMS CORP · Filed Feb 20, 2019

Insider Transaction Report

Form 4
Period: 2019-02-15
Kennedy Bryan J
EVP & President, Mktg. Svcs.
Transactions
  • Award

    Common Stock

    2019-02-15+2,742126,691.177 total
  • Tax Payment

    Common Stock

    2019-02-19$174.28/sh659$114,851130,693.177 total
  • Award

    Common Stock

    2019-02-15+5,483132,174.177 total
  • Award

    Common Stock

    2019-02-15+5,483137,657.177 total
  • Tax Payment

    Common Stock

    2019-02-15$171.22/sh1,576$269,843136,081.177 total
Holdings
  • Common Stock

    (indirect: By Trust)
    600
Footnotes (8)
  • [F1]The new grant is for 2,742 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 904 units on 2/18/20, on 905 units on 2/16/21 and on 933 units on 2/15/22, subject to continued employment by the Reporting Person on the vesting dates.
  • [F2]The new grant is for 5,483 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 2/18/20 and 2/16/21 and with respect to 34% of such shares on 2/15/22 contingent on meeting an EBT metric for 2019 and subject to continued employment by the Reporting Person on the vesting dates.
  • [F3]The new grant is for 5,483 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 2/16/21 contingent on meeting a relative total shareholder return metric for 2019 and 2020 and subject to continued employment by the Reporting Person on the vesting dates.
  • [F4]Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
  • [F5]The total number of securities beneficially owned includes: (a) 108,754.177 unrestricted shares; (b) 655 unvested units from an award of 1,926 time-based restricted stock units granted 2/15/17; (c) 913 unvested units from an award of 2,687 performance-based restricted stock units granted 2/15/17; (d) 1,211 unvested units from an award of 1,806 time-based restricted stock units granted 2/15/18; (e) 1,837 unvested units from an award of 2,741 performance-based restricted stock units granted 2/15/18; (f) 3,615 unvested performance-based restricted stock units granted 2/15/18; (g) the new grant for 2,742 time-based restricted stock units; (h) the new grant for 5,483 performance-based restricted stock units; and (i) the new grant for 5,483 performance-based restricted stock units.
  • [F6]Based on the Company's EBT performance in 2018, 75.8% of the original award of 3,615 performance-based restricted stock units granted 2/15/18, or 2,741 units, were earned. The restrictions will lapse with respect to 905 units on 2/18/20 and with respect to 932 units on 2/16/21, subject to continued employment by the Reporting Person on the remaining vesting dates.
  • [F7]The grant for 3,855 performance-based restricted stock units awarded on 2/15/17 was forfeited due to failure to meet the relative total shareholder return metric for 2017 and 2018.
  • [F8]The shares are held in the Norma Kay Kennedy Living Trust for the benefit of the Reporting Person's mother. The Reporting Person serves as trustee.

Documents

1 file
  • 4
    edgar.xmlPrimary

    PRIMARY DOCUMENT