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Home/Filings/4/0001418812-19-000070
4//SEC Filing

ValueAct Holdings GP, LLC 4

Accession 0001418812-19-000070

CIK 0001101215other
View on SEC.govCompany Profile

Filed

Oct 27, 8:00 PM ET

Accepted

Oct 28, 5:35 PM ET

Size

22.8 KB

Accession

0001418812-19-000070

Insider Transaction Report

Form 4
Period: 2019-10-24
ALLIANCE DATA SYSTEMS CORPADS
ValueAct Capital Management, L.P.
10% OwnerOther
Transactions
  • Disposition to Issuer

    Common Stock

    2019-10-24−2,178→ 0 total
Holdings

  • Series A Non-Voting Convertible Preferred Stock

    (indirect: See Footnotes)
    → Common Stock (1,500,000 underlying)
    1,500,000

  • Common Stock

    (indirect: See Footnotes)
    3,707,646
Barlow Kelly J
Director10% OwnerOther
Transactions
  • Disposition to Issuer

    Common Stock

    2019-10-24−2,178→ 0 total
Holdings

  • Series A Non-Voting Convertible Preferred Stock

    (indirect: See Footnotes)
    → Common Stock (1,500,000 underlying)
    1,500,000

  • Common Stock

    (indirect: See Footnotes)
    3,707,646
ValueAct Holdings, L.P.
10% OwnerOther
Transactions
  • Disposition to Issuer

    Common Stock

    2019-10-24−2,178→ 0 total
Holdings

  • Common Stock

    (indirect: See Footnotes)
    3,707,646

  • Series A Non-Voting Convertible Preferred Stock

    (indirect: See Footnotes)
    → Common Stock (1,500,000 underlying)
    1,500,000
ValueAct Holdings II, L.P.
DirectorOther
Transactions
  • Disposition to Issuer

    Common Stock

    2019-10-24−2,178→ 0 total
Holdings

  • Common Stock

    (indirect: See Footnotes)
    3,707,646

  • Series A Non-Voting Convertible Preferred Stock

    (indirect: See Footnotes)
    → Common Stock (1,500,000 underlying)
    1,500,000
ValueAct Capital Master Fund, L.P.
10% OwnerOther
Transactions
  • Disposition to Issuer

    Common Stock

    2019-10-24−2,178→ 0 total
Holdings

  • Common Stock

    (indirect: See Footnotes)
    3,707,646

  • Series A Non-Voting Convertible Preferred Stock

    (indirect: See Footnotes)
    → Common Stock (1,500,000 underlying)
    1,500,000
ValueAct Capital Management, LLC
10% OwnerOther
Transactions
  • Disposition to Issuer

    Common Stock

    2019-10-24−2,178→ 0 total
Holdings

  • Common Stock

    (indirect: See Footnotes)
    3,707,646

  • Series A Non-Voting Convertible Preferred Stock

    (indirect: See Footnotes)
    → Common Stock (1,500,000 underlying)
    1,500,000
ValueAct Holdings GP, LLC
10% OwnerOther
Transactions
  • Disposition to Issuer

    Common Stock

    2019-10-24−2,178→ 0 total
Holdings

  • Common Stock

    (indirect: See Footnotes)
    3,707,646

  • Series A Non-Voting Convertible Preferred Stock

    (indirect: See Footnotes)
    → Common Stock (1,500,000 underlying)
    1,500,000
VA Partners I, LLC
10% OwnerOther
Transactions
  • Disposition to Issuer

    Common Stock

    2019-10-24−2,178→ 0 total
Holdings

  • Common Stock

    (indirect: See Footnotes)
    3,707,646

  • Series A Non-Voting Convertible Preferred Stock

    (indirect: See Footnotes)
    → Common Stock (1,500,000 underlying)
    1,500,000
Footnotes (7)
  • [F1]On October 24, 2019 Kelly J. Barlow resigned from the Board of Directors of the Company. Pursuant to the 2015 Omnibus Incentive Plan, all unvested equity were forfeit upon Mr. Barlow's resignation.
  • [F2]The ValueAct entities referred to in this footnote 2 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.
  • [F3]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.
  • [F4]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.
  • [F5]The Non-voting Preferred Stock is convertible into shares of Common Stock on a ten-for-one basis.
  • [F6]The Non-voting Preferred Stock is convertible into shares of Common Stock immediately upon issuance.
  • [F7]The conversion of the Non-voting Preferred Stock has no expiration date.

Documents

1 file

Issuer

ALLIANCE DATA SYSTEMS CORP

CIK 0001101215

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001418813

Filing Metadata

Form type
4
Filed
Oct 27, 8:00 PM ET
Accepted
Oct 28, 5:35 PM ET
Size
22.8 KB
View on SEC.gov