BFH

SEC source: 0001101215-20-000040 · edgar.xml · nonDerivative · entry 1

Chesnut John Jeffrey · CIK 0001804171 · SVP and Treasurer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,356.678

F1 · kind: The new grant is for 1,196 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 394 units on 2/18/21, on 395 units on 2/18/22 and on 407 units on 2/18/23, subject to continued employment by the Reporting Person on the vesting dates.

F1 · price: The new grant is for 1,196 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 394 units on 2/18/21, on 395 units on 2/18/22 and on 407 units on 2/18/23, subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-20-000038 · edgar.xml · nonDerivative · entry 3

Santillan Laura · CIK 0001485473 · SVP, Chief Acctg. Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,127

F3 · kind: Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

F4 · balance_after: The total number of securities beneficially owned includes: (a) 20,013 unrestricted shares; (b) 400 shares held in an IRA account; (c) 190 unvested units from an award of 557 time-based restricted stock units granted 2/15/18; (d) 576 unvested units from an award of 1,692 performance-based restricted stock units granted 2/15/18; (e) 511 unvested units from an award of 762 time-based restricted stock units granted 2/15/19; (f) the new grant for 1,288 time-based restricted stock units; and (g) the new grant for 5,149 performance-based restricted stock units.

F5 · balance_after: The grant for 3,048 performance-based restricted stock units awarded on 2/15/19 was forfeited due to failure to meet the EBT performance metric for 2019.

SEC source: 0001101215-20-000038 · edgar.xml · nonDerivative · entry 2

Santillan Laura · CIK 0001485473 · SVP, Chief Acctg. Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,417

F2 · kind: The new grant is for 5,149 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 2/18/21 and 2/18/22 and with respect to 34% of such shares on 2/18/23 contingent on meeting an EBT metric for 2020 and subject to continued employment by the Reporting Person on the vesting dates.

F2 · price: The new grant is for 5,149 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 2/18/21 and 2/18/22 and with respect to 34% of such shares on 2/18/23 contingent on meeting an EBT metric for 2020 and subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-20-000038 · edgar.xml · nonDerivative · entry 1

Santillan Laura · CIK 0001485473 · SVP, Chief Acctg. Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 26,268

F1 · kind: The new grant is for 1,288 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 425 units on each of 2/18/21 and 2/18/22 and on 438 units on 2/18/23, subject to continued employment by the Reporting Person on the vesting dates.

F1 · price: The new grant is for 1,288 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 425 units on each of 2/18/21 and 2/18/22 and on 438 units on 2/18/23, subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-20-000037 · edgar.xml · nonDerivative · entry 5

Motes Joseph L III · CIK 0001648042 · EVP, CAO, Gen Counsel & Secy

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,977

F5 · kind: Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

F6 · balance_after: The total number of securities beneficially owned includes: (a) 4,427 unrestricted shares; (b) 163 unvested units from an award of 479 time-based restricted stock units granted 2/15/18; (c) 247 unvested units from an award of 729 performance-based restricted stock units granted 2/15/18; (d) 488 unvested units from an award of 728 time-based restricted stock units granted 2/15/19; (e) 1,457 unvested performance-based restricted stock units granted 2/15/19; (f) the new grant for 1,839 time-based restricted stock units; (g) the new grant for 2,299 performance-based restricted stock units; (h) the new grant for 4,138 performance-based restricted stock units; and (i) the new grant for 919 performance-based restricted stock units.

F7 · balance_after: The grant for 1,457 performance-based restricted stock units awarded on 2/15/19 was forfeited due to failure to meet the EBT performance metric for 2019.

F8 · balance_after: The grant for 961 performance-based restricted stock units awarded on 2/15/18 was forfeited due to failure to meet the relative total shareholder return metric for 2018 and 2019.

SEC source: 0001101215-20-000037 · edgar.xml · nonDerivative · entry 4

Motes Joseph L III · CIK 0001648042 · EVP, CAO, Gen Counsel & Secy

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,670

F4 · kind: The new grant is for 919 shares of common stock represented by performance-based restricted stock units, which may be adjusted down at the time the performance restriction lapses. The restriction may lapse with respect to 33% of such shares on each of 2/18/21 and 2/18/22 and with respect to 34% of such shares on 2/18/23 contingent on meeting strategic and operational objectives performance metrics for 2020 and subject to continued employment by the Reporting Person on the vesting dates.

F4 · price: The new grant is for 919 shares of common stock represented by performance-based restricted stock units, which may be adjusted down at the time the performance restriction lapses. The restriction may lapse with respect to 33% of such shares on each of 2/18/21 and 2/18/22 and with respect to 34% of such shares on 2/18/23 contingent on meeting strategic and operational objectives performance metrics for 2020 and subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-20-000037 · edgar.xml · nonDerivative · entry 3

Motes Joseph L III · CIK 0001648042 · EVP, CAO, Gen Counsel & Secy

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,751

F3 · kind: The new grant is for 4,138 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 2/18/22 contingent on meeting a relative total shareholder return metric for 2020 and 2021 and subject to continued employment by the Reporting Person on the vesting dates.

F3 · price: The new grant is for 4,138 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 2/18/22 contingent on meeting a relative total shareholder return metric for 2020 and 2021 and subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-20-000037 · edgar.xml · nonDerivative · entry 2

Motes Joseph L III · CIK 0001648042 · EVP, CAO, Gen Counsel & Secy

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,613

F2 · kind: The new grant is for 2,299 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 2/18/21 and 2/18/22 and with respect to 34% of such shares on 2/18/23 contingent on meeting an EBT metric for 2020 and subject to continued employment by the Reporting Person on the vesting dates.

F2 · price: The new grant is for 2,299 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 2/18/21 and 2/18/22 and with respect to 34% of such shares on 2/18/23 contingent on meeting an EBT metric for 2020 and subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-20-000037 · edgar.xml · nonDerivative · entry 1

Motes Joseph L III · CIK 0001648042 · EVP, CAO, Gen Counsel & Secy

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,314

F1 · kind: The new grant is for 1,839 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 606 units on 2/18/21, on 607 units on 2/18/22 and on 626 units on 2/18/23, subject to continued employment by the Reporting Person on the vesting dates.

F1 · price: The new grant is for 1,839 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 606 units on 2/18/21, on 607 units on 2/18/22 and on 626 units on 2/18/23, subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-20-000035 · edgar.xml · nonDerivative · entry 1

HORN CHARLES L · CIK 0001326952 · EVP & Senior Advisor

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,820

F1 · kind: Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

F2 · balance_after: The total number of securities beneficially owned includes: (a) 5,500 unrestricted shares; (b) 525 unvested units from an award of 1,542 time-based restricted stock units granted 2/15/18; and (c) 795 unvested units from an award of 2,339 performance-based restricted stock units granted 2/15/18.

F3 · balance_after: The grant for 3,085 performance-based restricted stock units awarded on 2/15/18 was forfeited due to failure to meet the relative total shareholder return metric for 2018 and 2019.

SEC source: 0001101215-20-000036 · edgar.xml · nonDerivative · entry 6

King Timothy P · CIK 0001779102 · EVP & Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,005.8393

F6 · kind: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 5, 2019.

SEC source: 0001101215-20-000036 · edgar.xml · nonDerivative · entry 5

King Timothy P · CIK 0001779102 · EVP & Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,237.8393

F5 · kind: Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

SEC source: 0001101215-20-000036 · edgar.xml · nonDerivative · entry 4

King Timothy P · CIK 0001779102 · EVP & Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,941.8393

F4 · kind: The new grant is for 965 shares of common stock represented by performance-based restricted stock units, which may be adjusted down at the time the performance restriction lapses. The restriction may lapse with respect to 33% of such shares on each of 2/18/21 and 2/18/22 and with respect to 34% of such shares on 2/18/23 contingent on meeting strategic and operational objectives performance metrics for 2020 and subject to continued employment by the Reporting Person on the vesting dates.

F4 · price: The new grant is for 965 shares of common stock represented by performance-based restricted stock units, which may be adjusted down at the time the performance restriction lapses. The restriction may lapse with respect to 33% of such shares on each of 2/18/21 and 2/18/22 and with respect to 34% of such shares on 2/18/23 contingent on meeting strategic and operational objectives performance metrics for 2020 and subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-20-000036 · edgar.xml · nonDerivative · entry 3

King Timothy P · CIK 0001779102 · EVP & Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,976.8393

F3 · kind: The new grant is for 4,344 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 2/18/22 contingent on meeting a relative total shareholder return metric for 2020 and 2021 and subject to continued employment by the Reporting Person on the vesting dates.

F3 · price: The new grant is for 4,344 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 2/18/22 contingent on meeting a relative total shareholder return metric for 2020 and 2021 and subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-20-000036 · edgar.xml · nonDerivative · entry 2

King Timothy P · CIK 0001779102 · EVP & Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,632.8393

F2 · kind: The new grant is for 2,414 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 2/18/21 and 2/18/22 and with respect to 34% of such shares on 2/18/23 contingent on meeting an EBT metric for 2020 and subject to continued employment by the Reporting Person on the vesting dates.

F2 · price: The new grant is for 2,414 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 2/18/21 and 2/18/22 and with respect to 34% of such shares on 2/18/23 contingent on meeting an EBT metric for 2020 and subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-20-000036 · edgar.xml · nonDerivative · entry 1

King Timothy P · CIK 0001779102 · EVP & Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,218.8393

F1 · kind: The new grant is for 1,931 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 637 units on each of 2/18/21 and 2/18/22 and on 657 units on 2/18/23, subject to continued employment by the Reporting Person on the vesting dates.

F1 · price: The new grant is for 1,931 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 637 units on each of 2/18/21 and 2/18/22 and on 657 units on 2/18/23, subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-20-000034 · edgar.xml · nonDerivative · entry 6

Andretta Ralph J · CIK 0001801850 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 55,507

F6 · kind: The new grant is for 12,289 shares of common stock represented by performance-based restricted stock units, which may be adjusted down at the time the performance restriction lapses. The restriction may lapse with respect to 33% of such shares on each of 2/18/21 and 2/18/22 and with respect to 34% of such shares on 2/18/23 contingent on meeting strategic and operational objectives performance metrics for 2020 and subject to continued employment by the Reporting Person on the vesting dates.

F6 · price: The new grant is for 12,289 shares of common stock represented by performance-based restricted stock units, which may be adjusted down at the time the performance restriction lapses. The restriction may lapse with respect to 33% of such shares on each of 2/18/21 and 2/18/22 and with respect to 34% of such shares on 2/18/23 contingent on meeting strategic and operational objectives performance metrics for 2020 and subject to continued employment by the Reporting Person on the vesting dates.

F7 · balance_after: The total number of securities beneficially owned includes: (a) the new grant for 6,827 time-based restricted stock units; (b) the new grant for 6,165 time-based restricted stock units; (c) the new grant for 15,207 time-based restricted stock units; (d) the new grant for 12,288 performance-based restricted stock units; (e) the new grant for 2,731 performance-based restricted stock units; and (f) the new grant for 12,289 performance-based restricted stock units.

SEC source: 0001101215-20-000034 · edgar.xml · nonDerivative · entry 5

Andretta Ralph J · CIK 0001801850 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 43,218

F5 · kind: The new grant is for 2,731 shares of common stock represented by performance-based restricted stock units, which may be adjusted down at the time the performance restriction lapses. The restriction may lapse with respect to 33% of such shares on each of 2/18/21 and 2/18/22 and with respect to 34% of such shares on 2/18/23 contingent on meeting strategic and operational objectives performance metrics for 2020 and subject to continued employment by the Reporting Person on the vesting dates.

F5 · price: The new grant is for 2,731 shares of common stock represented by performance-based restricted stock units, which may be adjusted down at the time the performance restriction lapses. The restriction may lapse with respect to 33% of such shares on each of 2/18/21 and 2/18/22 and with respect to 34% of such shares on 2/18/23 contingent on meeting strategic and operational objectives performance metrics for 2020 and subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-20-000034 · edgar.xml · nonDerivative · entry 4

Andretta Ralph J · CIK 0001801850 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,487

F4 · kind: The new grant is for 12,288 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 2/18/22 contingent on meeting a relative total shareholder return metric for 2020 and 2021 and subject to continued employment by the Reporting Person on the vesting dates.

F4 · price: The new grant is for 12,288 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 2/18/22 contingent on meeting a relative total shareholder return metric for 2020 and 2021 and subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-20-000034 · edgar.xml · nonDerivative · entry 3

Andretta Ralph J · CIK 0001801850 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,199

F3 · kind: The new grant is for 15,207 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 7,603 units on 2/18/21 and on 7,604 units on 2/18/22, subject to continued employment by the Reporting Person on the vesting dates.

F3 · price: The new grant is for 15,207 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 7,603 units on 2/18/21 and on 7,604 units on 2/18/22, subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-20-000034 · edgar.xml · nonDerivative · entry 2

Andretta Ralph J · CIK 0001801850 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,992

F2 · kind: The new grant is for 6,165 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 2,034 units on each of 2/18/21 and 2/18/22 and on 2,097 units on 2/18/23, subject to continued employment by the Reporting Person on the vesting dates.

F2 · price: The new grant is for 6,165 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 2,034 units on each of 2/18/21 and 2/18/22 and on 2,097 units on 2/18/23, subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-20-000034 · edgar.xml · nonDerivative · entry 1

Andretta Ralph J · CIK 0001801850 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,827

F1 · kind: The new grant is for 6,827 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 2,252 units on 2/18/21, on 2,253 units on 2/18/22 and on 2,322 units on 2/18/23, subject to continued employment by the Reporting Person on the vesting dates.

F1 · price: The new grant is for 6,827 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 2,252 units on 2/18/21, on 2,253 units on 2/18/22 and on 2,322 units on 2/18/23, subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-19-000249 · edgar.xml · nonDerivative · entry 1

King Timothy P · CIK 0001779102 · EVP & Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,287.8393

F1 · kind: The new grant is for 1,843 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 608 units on each of 12/16/20 and 12/16/21 and on 627 units on 12/16/22, subject to continued employment by the Reporting Person on the vesting dates.

F1 · price: The new grant is for 1,843 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 608 units on each of 12/16/20 and 12/16/21 and on 627 units on 12/16/22, subject to continued employment by the Reporting Person on the vesting dates.

F2 · balance_after: The total number of securities beneficially owned includes: (a) 1,232.8393 unrestricted shares; (b) 245 unvested units from an award of 720 time-based restricted stock units granted 2/15/17; (c) 684 unvested units from an award of 2,010 performance-based restricted stock units granted 2/15/17; (d) 475 unvested units from an award of 708 time-based restricted stock units granted 2/15/18; (e) 1,439 unvested units from an award of 2,147 performance-based restricted stock units granted 2/15/18; (f) 1,073 unvested time-based restricted stock units granted 2/15/19; (g) 4,296 unvested performance-based restricted stock units granted 2/15/19; and (h) the new grant for 1,843 time-based restricted stock units.

SEC source: 0001418812-19-000075 · primary_doc.xml · derivative · entry 4

ValueAct Holdings, L.P. · CIK 0001418814 · 10% owner

ValueAct Capital Master Fund, L.P. · CIK 0001464912 · 10% owner

VA Partners I, LLC · CIK 0001418812 · 10% owner

ValueAct Capital Management, L.P. · CIK 0001351069 · 10% owner

ValueAct Capital Management, LLC · CIK 0001351073 · 10% owner

ValueAct Holdings II, L.P. · CIK 0001763309 · 10% owner

ValueAct Holdings GP, LLC · CIK 0001418813 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 1,500,000 shares

Expires not disclosed

F4 · derivative.exercise_price: The Nonvoting Preferred Stock is convertible into shares of Common Stock on a ten-for-one basis.

F3 · kind: On October 29, 2019 the Reporting Persons converted the previously disclosed 150,000 shares of Series A Non-Voting Convertible Preferred Stock to 1,500,000 shares of Common Stock.

F3 · price: On October 29, 2019 the Reporting Persons converted the previously disclosed 150,000 shares of Series A Non-Voting Convertible Preferred Stock to 1,500,000 shares of Common Stock.

F5 · derivative.exercise_date: The Nonvoting Preferred Stock is convertible into shares of Common Stock immediately upon issuance.

F6 · derivative.expiration_date: The conversion of the Nonvoting Preferred Stock has no expiration date.

F1 · ownership.nature: 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.

F2 · ownership.nature: 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.

SEC source: 0001418812-19-000075 · primary_doc.xml · nonDerivative · entry 3

ValueAct Holdings, L.P. · CIK 0001418814 · 10% owner

ValueAct Capital Master Fund, L.P. · CIK 0001464912 · 10% owner

VA Partners I, LLC · CIK 0001418812 · 10% owner

ValueAct Capital Management, L.P. · CIK 0001351069 · 10% owner

ValueAct Capital Management, LLC · CIK 0001351073 · 10% owner

ValueAct Holdings II, L.P. · CIK 0001763309 · 10% owner

ValueAct Holdings GP, LLC · CIK 0001418813 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,377,646

F1 · ownership.nature: 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.

F2 · ownership.nature: 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.

SEC source: 0001418812-19-000075 · primary_doc.xml · nonDerivative · entry 2

ValueAct Holdings, L.P. · CIK 0001418814 · 10% owner

ValueAct Capital Master Fund, L.P. · CIK 0001464912 · 10% owner

VA Partners I, LLC · CIK 0001418812 · 10% owner

ValueAct Capital Management, L.P. · CIK 0001351069 · 10% owner

ValueAct Capital Management, LLC · CIK 0001351073 · 10% owner

ValueAct Holdings II, L.P. · CIK 0001763309 · 10% owner

ValueAct Holdings GP, LLC · CIK 0001418813 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 3,207,646

F3 · kind: On October 29, 2019 the Reporting Persons converted the previously disclosed 150,000 shares of Series A Non-Voting Convertible Preferred Stock to 1,500,000 shares of Common Stock.

F3 · price: On October 29, 2019 the Reporting Persons converted the previously disclosed 150,000 shares of Series A Non-Voting Convertible Preferred Stock to 1,500,000 shares of Common Stock.

F1 · ownership.nature: 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.

F2 · ownership.nature: 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.

SEC source: 0001418812-19-000075 · primary_doc.xml · nonDerivative · entry 1

ValueAct Holdings, L.P. · CIK 0001418814 · 10% owner

ValueAct Capital Master Fund, L.P. · CIK 0001464912 · 10% owner

VA Partners I, LLC · CIK 0001418812 · 10% owner

ValueAct Capital Management, L.P. · CIK 0001351069 · 10% owner

ValueAct Capital Management, LLC · CIK 0001351073 · 10% owner

ValueAct Holdings II, L.P. · CIK 0001763309 · 10% owner

ValueAct Holdings GP, LLC · CIK 0001418813 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,707,646

F1 · ownership.nature: 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.

F2 · ownership.nature: 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.

SEC source: 0001418812-19-000070 · primary_doc.xml · nonDerivative · entry 1

Barlow Kelly J · CIK 0001376469 · Director · See Remarks

ValueAct Holdings, L.P. · CIK 0001418814 · Director · 10% owner · See Remarks

ValueAct Holdings II, L.P. · CIK 0001763309 · Director · 10% owner · See Remarks

ValueAct Capital Master Fund, L.P. · CIK 0001464912 · Director · 10% owner · See Remarks

VA Partners I, LLC · CIK 0001418812 · Director · 10% owner · See Remarks

ValueAct Capital Management, L.P. · CIK 0001351069 · Director · 10% owner · See Remarks

ValueAct Capital Management, LLC · CIK 0001351073 · Director · 10% owner · See Remarks

ValueAct Holdings GP, LLC · CIK 0001418813 · Director · 10% owner · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · kind: 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 · ownership.direct: 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 · ownership.direct: 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.

SEC source: 0000904454-20-000052 · edgar.xml · nonDerivative · entry 1

ANDERSON BRUCE K · CIK 0001212987 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 738,554

SEC source: 0001101215-19-000197 · edgar.xml · nonDerivative · entry 1

MINICUCCI ROBERT A · CIK 0001212991 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 125,190

F1 · kind: 3,452 shares of common stock represented by restricted stock units were granted to the reporting person on 7/1/09 as compensation for his service on the Company's board of directors. Per the terms of the grant agreement, the restrictions on 100% of the shares lapsed on 6/28/19. The reporting person transferred the shares to WCAS Management Corp. based on an agreement between the reporting person and WCAS specifying WCAS' right to the shares based on the reporting person's employment by WCAS at the time such grant was made.

F2 · balance_after: The total amount of securities beneficially owned includes: (a) 102,723 unrestricted shares; (b) 4,404 unvested restricted stock units granted 6/30/10; (c) 3,246 unvested restricted stock units granted 6/30/11; (d) 2,279 unvested restricted stock units granted 6/29/12; (e) 1,696 unvested restricted stock units granted 7/1/13; (f) 1,228 unvested restricted stock units granted 7/1/14; (g) 1,158 unvested restricted stock units granted 6/29/15; (h) 1,681 unvested restricted stock units granted 6/27/16; (i) 1,477 unvested restricted stock units granted 6/26/17; (j) 1,800 unvested restricted stock units granted 6/25/18; and (k) 3,498 unvested restricted stock units granted 6/24/19.

SEC source: 0001101215-19-000168 · edgar.xml · nonDerivative · entry 2

King Timothy P · CIK 0001779102 · EVP & Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Indirect · By 401(k) Plan

Disclosed balance after: 2,580.6982

SEC source: 0001101215-19-000168 · edgar.xml · nonDerivative · entry 1

King Timothy P · CIK 0001779102 · EVP & Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,444.8393

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $156.00 to $156.73, inclusive. The reporting person undertakes to provide to Alliance Data Systems Corporation, any security holder of Alliance Data Systems Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F2 · balance_after: Includes 77.0873 shares acquired under the Alliance Data Systems Corporation 2015 Employee Stock Purchase Plan on June 28, 2019.

F3 · balance_after: The total number of securities beneficially owned includes: (a) 1,232.8393 unrestricted shares; (b) 245 unvested units from an award of 720 time-based restricted stock units granted 2/15/17; (c) 684 unvested units from an award of 2,010 performance-based restricted stock units granted 2/15/17; (d) 475 unvested units from an award of 708 time-based restricted stock units granted 2/15/18; (e) 1,439 unvested units from an award of 2,147 performance-based restricted stock units granted 2/15/18; (f) 1,073 unvested time-based restricted stock units granted 2/15/19; and (g) 4,296 unvested performance-based restricted stock units granted 2/15/19.

SEC source: 0000904454-19-000529 · edgar.xml · nonDerivative · entry 1

ANDERSON BRUCE K · CIK 0001212987 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 858,554

F1 · kind: Equity award to non-employee directors of the Issuer, in the form of 1,658 shares of Common Stock represented by time-based restricted stock units. The restrictions on 100% of the shares will lapse on the earlier of (i) 6/23/2029 or (ii) the termination of the Reporting Person's service on the Issuer's Board of Directors, but in any case not earlier than 6/23/2020.

F1 · price: Equity award to non-employee directors of the Issuer, in the form of 1,658 shares of Common Stock represented by time-based restricted stock units. The restrictions on 100% of the shares will lapse on the earlier of (i) 6/23/2029 or (ii) the termination of the Reporting Person's service on the Issuer's Board of Directors, but in any case not earlier than 6/23/2020.

SEC source: 0001418812-19-000043 · primary_doc.xml · nonDerivative · entry 1

Barlow Kelly J · CIK 0001376469 · Director · See Remarks

ValueAct Holdings, L.P. · CIK 0001418814 · Director · See Remarks

ValueAct Holdings II, L.P. · CIK 0001763309 · Director · See Remarks

ValueAct Capital Master Fund, L.P. · CIK 0001464912 · Director · See Remarks

VA Partners I, LLC · CIK 0001418812 · Director · See Remarks

ValueAct Capital Management, L.P. · CIK 0001351069 · Director · See Remarks

ValueAct Capital Management, LLC · CIK 0001351073 · Director · See Remarks

ValueAct Holdings GP, LLC · CIK 0001418813 · Director · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,178

F1 · kind: 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.

F1 · price: 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 · balance_after: 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 · ownership.direct: 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 · ownership.direct: 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.

SEC source: 0001101215-19-000134 · edgar.xml · nonDerivative · entry 1

TURNEY SHAREN J · CIK 0001363500 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 959

F1 · kind: 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.

F1 · price: 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.

SEC source: 0001101215-19-000133 · edgar.xml · nonDerivative · entry 1

Tucker Laurie Anne · CIK 0001391264 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,939

F1 · kind: The new grant is for 1,417 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.

F1 · price: The new grant is for 1,417 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 · balance_after: The total amount of securities beneficially owned includes: (a) 418 unvested restricted stock units granted 6/29/15; (b) 1,015 unvested restricted stock units granted 6/27/16; (c) 934 unvested restricted stock units granted 6/26/17; (d) 1,155 unvested restricted stock units granted 6/25/18; and (e) the new grant for 1,417 restricted stock units.

SEC source: 0001101215-19-000132 · edgar.xml · nonDerivative · entry 1

THERIAULT TIMOTHY J · CIK 0001190305 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,625

F1 · kind: 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.

F1 · price: 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 · balance_after: The total amount of securities beneficially owned includes: (a) 447 unvested restricted stock units granted 10/17/16; (b) 564 unvested restricted stock units granted 6/26/17; (c) 655 unvested restricted stock units granted 6/25/18; and (d) the new grant for 959 restricted stock units.

SEC source: 0001101215-19-000131 · edgar.xml · nonDerivative · entry 1

MINICUCCI ROBERT A · CIK 0001212991 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 128,642

F1 · kind: The new grant is for 3,498 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.

F1 · price: The new grant is for 3,498 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 · balance_after: The total amount of securities beneficially owned includes: (a) 102,723 unrestricted shares; (b) 3,452 unvested restricted stock units granted 7/1/09; (c) 4,404 unvested restricted stock units granted 6/30/10; (d) 3,246 unvested restricted stock units granted 6/30/11; (e) 2,279 unvested restricted stock units granted 6/29/12; (f) 1,696 unvested restricted stock units granted 7/1/13; (g) 1,228 unvested restricted stock units granted 7/1/14; (h) 1,158 unvested restricted stock units granted 6/29/15; (i) 1,681 unvested restricted stock units granted 6/27/16; (j) 1,477 unvested restricted stock units granted 6/26/17; (k) 1,800 unvested restricted stock units granted 6/25/18; and (l) the new grant for 3,498 restricted stock units.

SEC source: 0001101215-19-000129 · edgar.xml · nonDerivative · entry 1

JENSEN KENNETH R · CIK 0001158373 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 71,630

F1 · kind: 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.

F1 · price: 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 · balance_after: The total amount of securities beneficially owned includes: (a) 62,144 unrestricted shares; (b) 1,904 unvested restricted stock units granted 7/1/09; (c) 1,136 unvested restricted stock units granted 6/30/10; (d) 1,211 unvested restricted stock units granted 6/30/11; (e) 869 unvested restricted stock units granted 6/29/12; (f) 679 unvested restricted stock units granted 7/1/13; (g) 489 unvested restricted stock units granted 7/1/14; (h) 418 unvested restricted stock units granted 6/29/15; (i) 602 unvested restricted stock units granted 6/27/16; (j) 564 unvested restricted stock units granted 6/26/17; (k) 655 unvested restricted stock units granted 6/25/18; and (l) the new grant for 959 restricted stock units.

SEC source: 0001101215-19-000130 · edgar.xml · nonDerivative · entry 1

BALLOU ROGER H · CIK 0001158369 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,043

F1 · kind: 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.

F1 · price: 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 · balance_after: The total amount of securities beneficially owned includes: (a) 1,876 unrestricted shares; (b) 2,145 unvested restricted stock units granted 7/1/09; (c) 1,367 unvested restricted stock units granted 6/30/10; (d) 1,915 unvested restricted stock units granted 6/30/11; (e) 1,374 unvested restricted stock units granted 6/29/12; (f) 679 unvested restricted stock units granted 7/1/13; (g) 489 unvested restricted stock units granted 7/1/14; (h) 418 unvested restricted stock units granted 6/29/15; (i) 602 unvested restricted stock units granted 6/27/16; (j) 564 unvested restricted stock units granted 6/26/17; (k) 655 unvested restricted stock units granted 6/25/18; and (l) the new grant for 959 restricted stock units.

SEC source: 0001418812-19-000023 · primary_doc.xml · derivative · entry 2

ValueAct Holdings, L.P. · CIK 0001418814 · Director · See Remarks

ValueAct Capital Master Fund, L.P. · CIK 0001464912 · Director · See Remarks

VA Partners I, LLC · CIK 0001418812 · Director · See Remarks

ValueAct Capital Management, L.P. · CIK 0001351069 · Director · See Remarks

ValueAct Capital Management, LLC · CIK 0001351073 · Director · See Remarks

ValueAct Holdings II, L.P. · CIK 0001763309 · Director · See Remarks

ValueAct Holdings GP, LLC · CIK 0001418813 · Director · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 150,000

Underlying: Common Stock · 1,500,000 shares

Expires not disclosed

F4 · derivative.exercise_price: The Nonvoting Preferred Stock is convertible into shares of Common Stock on a ten-for-one basis.

F1 · kind: Pursuant to an exchange agreement approved by the Board of Directors of Alliance Data Systems Corporation, 1,500,000 shares of common stock, par value $0.01 per share ("Common Stock") of Alliance Data Systems Corporation, were exchanged for 150,000 shares of Series A Non-Voting Convertible Preferred Stock, par value $0.01 per share. This transaction is exempt under 16b-3.

F1 · price: Pursuant to an exchange agreement approved by the Board of Directors of Alliance Data Systems Corporation, 1,500,000 shares of common stock, par value $0.01 per share ("Common Stock") of Alliance Data Systems Corporation, were exchanged for 150,000 shares of Series A Non-Voting Convertible Preferred Stock, par value $0.01 per share. This transaction is exempt under 16b-3.

F5 · derivative.exercise_date: The Nonvoting Preferred Stock is convertible into shares of Common Stock immediately upon issuance.

F6 · derivative.expiration_date: The conversion of the Nonvoting Preferred Stock has no expiration date.

F2 · ownership.nature: 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.

F3 · ownership.nature: 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.

SEC source: 0001418812-19-000023 · primary_doc.xml · nonDerivative · entry 1

ValueAct Holdings, L.P. · CIK 0001418814 · Director · See Remarks

ValueAct Capital Master Fund, L.P. · CIK 0001464912 · Director · See Remarks

VA Partners I, LLC · CIK 0001418812 · Director · See Remarks

ValueAct Capital Management, L.P. · CIK 0001351069 · Director · See Remarks

ValueAct Capital Management, LLC · CIK 0001351073 · Director · See Remarks

ValueAct Holdings II, L.P. · CIK 0001763309 · Director · See Remarks

ValueAct Holdings GP, LLC · CIK 0001418813 · Director · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 3,707,646

F1 · kind: Pursuant to an exchange agreement approved by the Board of Directors of Alliance Data Systems Corporation, 1,500,000 shares of common stock, par value $0.01 per share ("Common Stock") of Alliance Data Systems Corporation, were exchanged for 150,000 shares of Series A Non-Voting Convertible Preferred Stock, par value $0.01 per share. This transaction is exempt under 16b-3.

F1 · shares: Pursuant to an exchange agreement approved by the Board of Directors of Alliance Data Systems Corporation, 1,500,000 shares of common stock, par value $0.01 per share ("Common Stock") of Alliance Data Systems Corporation, were exchanged for 150,000 shares of Series A Non-Voting Convertible Preferred Stock, par value $0.01 per share. This transaction is exempt under 16b-3.

F1 · price: Pursuant to an exchange agreement approved by the Board of Directors of Alliance Data Systems Corporation, 1,500,000 shares of common stock, par value $0.01 per share ("Common Stock") of Alliance Data Systems Corporation, were exchanged for 150,000 shares of Series A Non-Voting Convertible Preferred Stock, par value $0.01 per share. This transaction is exempt under 16b-3.

F2 · ownership.nature: 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.

F3 · ownership.nature: 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.

SEC source: 0001101215-19-000034 · edgar.xml · nonDerivative · entry 5

HEFFERNAN EDWARD J · CIK 0001158371 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 251,893

F4 · kind: Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

F5 · balance_after: The total number of securities beneficially owned includes: (a) 180,718 unrestricted shares; (b) 1,897 unvested units from an award of 5,578 time-based restricted stock units granted 2/15/17; (c) 2,644 unvested units from an award of 7,776 performance-based restricted stock units granted 2/15/17; (d) 3,962 unvested units from an award of 5,912 time-based restricted stock units granted 2/15/18; (e) 6,006 unvested units from an award of 8,963 performance-based restricted stock units granted 2/15/18; (f) 11,824 unvested performance-based restricted stock units granted 2/15/18; (g) the new grant for 8,968 time-based restricted stock units; (h) the new grant for 17,937 performance-based restricted stock units; and (i) the new grant for 17,937 performance-based restricted stock units.

F6 · balance_after: Based on the Company's EBT performance in 2018, 75.8% of the original award of 11,824 performance-based restricted stock units granted 2/15/18, or 8,963 units, were earned. The restrictions will lapse with respect to 2,958 units on 2/18/20 and with respect to 3,048 units on 2/16/21, subject to continued employment by the Reporting Person on the remaining vesting dates.

F7 · balance_after: The grant for 11,155 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.

SEC source: 0001101215-19-000037 · edgar.xml · nonDerivative · entry 5

Miller Melisa A · CIK 0001529225 · EVP & Pres, Card Services

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 42,453

F4 · kind: Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

F5 · balance_after: The total number of securities beneficially owned includes: (a) 19,456 unrestricted shares; (b) 670 unvested units from an award of 1,969 time-based restricted stock units granted 2/15/17; (c) 932 unvested units from an award of 2,745 performance-based restricted stock units granted 2/15/17; (d) 1,271 unvested units from an award of 1,897 time-based restricted stock units granted 2/15/18; (e) 1,929 unvested units from an award of 2,879 performance-based restricted stock units granted 2/15/18; (f) 3,797 unvested performance-based restricted stock units granted 2/15/18; (g) the new grant for 2,880 time-based restricted stock units; (h) the new grant for 5,759 performance-based restricted stock units; and (i) the new grant for 5,759 performance-based restricted stock units.

F6 · balance_after: Based on the Company's EBT performance in 2018, 75.8% of the original award of 3,797 performance-based restricted stock units granted 2/15/18, or 2,879 units, were earned. The restrictions will lapse with respect to 950 units on 2/18/20 and with respect to 979 units on 2/16/21, subject to continued employment by the Reporting Person on the remaining vesting dates.

F7 · balance_after: The grant for 3,938 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.

SEC source: 0001101215-19-000040 · edgar.xml · nonDerivative · entry 4

Santillan Laura · CIK 0001485473 · SVP, Chief Acctg. Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,980

F3 · kind: Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

F4 · balance_after: The total number of securities beneficially owned includes: (a) 18,674 unrestricted shares; (b) 400 shares held in an IRA account; (c) 155 unvested units from an award of 455 time-based restricted stock units granted 2/15/17; (d) 433 unvested units from an award of 1,272 performance-based restricted stock units granted 2/15/17; (e) 374 unvested units from an award of 557 time-based restricted stock units granted 2/15/18; (f) 1,134 unvested units from an award of 1,692 performance-based restricted stock units granted 2/15/18; (g) the new grant for 762 time-based restricted stock units; and (h) the new grant for 3,048 performance-based restricted stock units.

F5 · balance_after: Based on the Company's EBT performance in 2018, 75.8% of the original award of 2,231 performance-based restricted stock units granted 2/15/18, or 1,692 units, were earned. The restrictions will lapse with respect to 558 units on 2/18/20 and with respect to 576 units on 2/16/21, subject to continued employment by the Reporting Person on the remaining vesting dates.

SEC source: 0001101215-19-000039 · edgar.xml · nonDerivative · entry 5

Pearson Bryan A · CIK 0001376988 · EVP & President, LoyaltyOne

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,282

F4 · kind: Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

F5 · balance_after: The total number of securities beneficially owned includes: (a) 2,996 unrestricted shares; (b) 678 unvested units from an award of 1,992 time-based restricted stock units granted 2/15/17; (c) 944 unvested units from an award of 2,778 performance-based restricted stock units granted 2/15/17; (d) 1,229 unvested units from an award of 1,833 time-based restricted stock units granted 2/15/18; (e) 1,862 unvested units from an award of 2,780 performance-based restricted stock units granted 2/15/18; (f) 3,667 unvested performance-based restricted stock units granted 2/15/18; (g) the new grant for 2,782 time-based restricted stock units; (h) the new grant for 5,562 performance-based restricted stock units; and (i) the new grant for 5,562 performance-based restricted stock units.

F6 · balance_after: Based on the Company's EBT performance in 2018, 75.8% of the original award of 3,667 performance-based restricted stock units granted 2/15/18, or 2,780 units, were earned. The restrictions will lapse with respect to 918 units on 2/18/20 and with respect to 944 units on 2/16/21, subject to continued employment by the Reporting Person on the remaining vesting dates.

F7 · balance_after: The grant for 3,985 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.

SEC source: 0001101215-19-000038 · edgar.xml · nonDerivative · entry 5

Motes Joseph L III · CIK 0001648042 · SVP, General Counsel & Secy

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,475

F4 · kind: Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

F5 · balance_after: The total number of securities beneficially owned includes: (a) 3,681 unrestricted shares; (b) 160 unvested units from an award of 470 time-based restricted stock units granted 2/15/17; (c) 222 unvested units from an award of 656 performance-based restricted stock units granted 2/15/17; (d) 321 unvested units from an award of 479 time-based restricted stock units granted 2/15/18; (e) 488 unvested units from an award of 729 performance-based restricted stock units granted 2/15/18; (f) 961 unvested performance-based restricted stock units granted 2/15/18; (g) the new grant for 728 time-based restricted stock units; (h) the new grant for 1,457 performance-based restricted stock units; and (i) the new grant for 1,457 performance-based restricted stock units.

F6 · balance_after: Based on the Company's EBT performance in 2018, 75.8% of the original award of 961 performance-based restricted stock units granted 2/15/18, or 729 units, were earned. The restrictions will lapse with respect to 241 units on 2/18/20 and with respect to 247 units on 2/16/21, subject to continued employment by the Reporting Person on the remaining vesting dates.

F7 · balance_after: The grant for 941 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.

SEC source: 0001101215-19-000035 · edgar.xml · nonDerivative · entry 2

HORN CHARLES L · CIK 0001326952 · EVP & Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,533

F1 · kind: Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

F2 · balance_after: The total number of securities beneficially owned includes: (a) 3,550 unrestricted shares; (b) 542 unvested units from an award of 1,593 time-based restricted stock units granted 2/15/17; (c) 755 unvested units from an award of 2,221 performance-based restricted stock units granted 2/15/17; (d) 1,034 unvested units from an award of 1,542 time-based restricted stock units granted 2/15/18; (e) 1,567 unvested units from an award of 2,339 performance-based restricted stock units granted 2/15/18; and (f) 3,085 unvested performance-based restricted stock units granted 2/15/18.

F3 · balance_after: Based on the Company's EBT performance in 2018, 75.8% of the original award of 3,085 performance-based restricted stock units granted 2/15/18, or 2,339 units, were earned. The restrictions will lapse with respect to 772 units on 2/18/20 and with respect to 795 units on 2/16/21, subject to continued employment by the Reporting Person on the remaining vesting dates.

F4 · balance_after: The grant for 3,186 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.

SEC source: 0001101215-19-000036 · edgar.xml · nonDerivative · entry 5

Kennedy Bryan J · CIK 0001454989 · EVP & President, Epsilon

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 130,693.177

F4 · kind: Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

F5 · balance_after: 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 · balance_after: 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 · balance_after: 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.

SEC source: 0001101215-19-000034 · edgar.xml · nonDerivative · entry 4

HEFFERNAN EDWARD J · CIK 0001158371 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 267,779

F4 · kind: Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.