Kennedy Bryan J 4
4 · ALLIANCE DATA SYSTEMS CORP · Filed Feb 20, 2019
Insider Transaction Report
Form 4
Kennedy Bryan J
EVP & President, Epsilon
Transactions
- Award
Common Stock
[F1]2019-02-15+2,742→ 126,691.177 total - Award
Common Stock
[F2]2019-02-15+5,483→ 132,174.177 total - Award
Common Stock
[F3]2019-02-15+5,483→ 137,657.177 total - Tax Payment
Common Stock
[F4]2019-02-15$171.22/sh−1,576$269,843→ 136,081.177 total - Tax Payment
Common Stock
[F4][F5][F6][F7]2019-02-19$174.28/sh−659$114,851→ 130,693.177 total
Holdings
- 600(indirect: By Trust)
Common Stock
[F8]
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.
Signature
Cynthia L. Hageman, Attorney in Fact|2019-02-20