4//SEC Filing
ValueAct Holdings GP, LLC 4
Accession 0001418812-19-000043
CIK 0001101215other
Filed
Jun 25, 8:00 PM ET
Accepted
Jun 26, 4:33 PM ET
Size
23.2 KB
Accession
0001418812-19-000043
Insider Transaction Report
Form 4
ValueAct Capital Management, LLC
10% OwnerOther
Transactions
- Award
Common Stock
2019-06-24+959→ 2,178 total
Holdings
- 3,707,646(indirect: See Footnotes)
Common Stock
- 150,000(indirect: See Footnotes)
Series A Non-Voting Convertible Preferred Stock
→ Common Stock (1,500,000 underlying)
ValueAct Holdings II, L.P.
DirectorOther
Transactions
- Award
Common Stock
2019-06-24+959→ 2,178 total
Holdings
- 3,707,646(indirect: See Footnotes)
Common Stock
- 150,000(indirect: See Footnotes)
Series A Non-Voting Convertible Preferred Stock
→ Common Stock (1,500,000 underlying)
ValueAct Capital Management, L.P.
10% OwnerOther
Transactions
- Award
Common Stock
2019-06-24+959→ 2,178 total
Holdings
- 3,707,646(indirect: See Footnotes)
Common Stock
- 150,000(indirect: See Footnotes)
Series A Non-Voting Convertible Preferred Stock
→ Common Stock (1,500,000 underlying)
Barlow Kelly J
Director10% OwnerOther
Transactions
- Award
Common Stock
2019-06-24+959→ 2,178 total
Holdings
- 3,707,646(indirect: See Footnotes)
Common Stock
- 150,000(indirect: See Footnotes)
Series A Non-Voting Convertible Preferred Stock
→ Common Stock (1,500,000 underlying)
VA Partners I, LLC
10% OwnerOther
Transactions
- Award
Common Stock
2019-06-24+959→ 2,178 total
Holdings
- 3,707,646(indirect: See Footnotes)
Common Stock
- 150,000(indirect: See Footnotes)
Series A Non-Voting Convertible Preferred Stock
→ Common Stock (1,500,000 underlying)
ValueAct Holdings, L.P.
10% OwnerOther
Transactions
- Award
Common Stock
2019-06-24+959→ 2,178 total
Holdings
- 3,707,646(indirect: See Footnotes)
Common Stock
- 150,000(indirect: See Footnotes)
Series A Non-Voting Convertible Preferred Stock
→ Common Stock (1,500,000 underlying)
ValueAct Capital Master Fund, L.P.
10% OwnerOther
Transactions
- Award
Common Stock
2019-06-24+959→ 2,178 total
Holdings
- 3,707,646(indirect: See Footnotes)
Common Stock
- 150,000(indirect: See Footnotes)
Series A Non-Voting Convertible Preferred Stock
→ Common Stock (1,500,000 underlying)
ValueAct Holdings GP, LLC
10% OwnerOther
Transactions
- Award
Common Stock
2019-06-24+959→ 2,178 total
Holdings
- 3,707,646(indirect: See Footnotes)
Common Stock
- 150,000(indirect: See Footnotes)
Series A Non-Voting Convertible Preferred Stock
→ Common Stock (1,500,000 underlying)
Footnotes (8)
- [F1]The new grant is for 959 shares of common stock represented by restricted stock units. The restrictions on 100% of the shares will lapse on the earlier of (i) 6/23/29 or (ii) termination of the director's service on the Company's board of directors, but in any case not earlier than June 23, 2020.
- [F2]The total amount of securities beneficially owned includes: (a) 564 unvested restricted stock units granted 6/26/17; (b) 655 unvested restricted stock units granted 6/25/18; and (c) the new grant for 959 restricted stock units.
- [F3]The ValueAct entities referred to in this footnote 3 are collectively referred to herein as "ValueAct Capital." Under an agreement with ValueAct Capital, Kelly J. Barlow is deemed to hold the common stock for the benefit of the limited partners of ValueAct Capital Master Fund, L.P. and indirectly for (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]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.
- [F5]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.
- [F6]The Non-voting Preferred Stock is convertible into shares of Common Stock on a ten-for-one basis.
- [F7]The Non-voting Preferred Stock is convertible into shares of Common Stock immediately upon issuance.
- [F8]The conversion of the Non-voting Preferred Stock has no expiration date.
Documents
Issuer
ALLIANCE DATA SYSTEMS CORP
CIK 0001101215
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001418813
Filing Metadata
- Form type
- 4
- Filed
- Jun 25, 8:00 PM ET
- Accepted
- Jun 26, 4:33 PM ET
- Size
- 23.2 KB