BFH

SEC source: 0001101215-17-000047 · edgar.xml · nonDerivative · entry 4

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 48,347

F4 · kind: The new grant is for 2,106 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the core earnings per share performance metric for 2017. Following any such adjustment, restrictions will lapse with respect to 50% of such shares on each of 2/15/18 and 2/15/19, subject to continued employment by the Reporting Person on the vesting dates.

F4 · price: The new grant is for 2,106 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the core earnings per share performance metric for 2017. Following any such adjustment, restrictions will lapse with respect to 50% of such shares on each of 2/15/18 and 2/15/19, subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-17-000047 · edgar.xml · nonDerivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 46,241

F3 · kind: The new grant is for 3,938 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the relative Total Shareholder Return performance metric for 2017-2018. Following any such adjustment, restrictions will lapse with respect to 100% of such shares on 2/15/19, subject to continued employment by the Reporting Person on the vesting date.

F3 · price: The new grant is for 3,938 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the relative Total Shareholder Return performance metric for 2017-2018. Following any such adjustment, restrictions will lapse with respect to 100% of such shares on 2/15/19, subject to continued employment by the Reporting Person on the vesting date.

SEC source: 0001101215-17-000047 · edgar.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 42,303

F2 · kind: The new grant is for 3,938 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the EBT performance metric for 2017. Following any such adjustment, restrictions will lapse with respect to 33% of such shares on each of 2/15/18 and 2/15/19 and with respect to 34% of such shares on 2/18/20, subject to continued employment by the Reporting Person on the vesting dates.

F2 · price: The new grant is for 3,938 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the EBT performance metric for 2017. Following any such adjustment, restrictions will lapse with respect to 33% of such shares on each of 2/15/18 and 2/15/19 and with respect to 34% of such shares on 2/18/20, subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-17-000047 · edgar.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 38,365

F1 · kind: The new grant is for 1,969 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 649 units on 2/15/18, on 650 units on 2/15/19 and on 670 units on 2/18/20, subject to continued employment by the Reporting Person on the vesting dates.

F1 · price: The new grant is for 1,969 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 649 units on 2/15/18, on 650 units on 2/15/19 and on 670 units on 2/18/20, subject to continued employment by the Reporting Person on the vesting dates.

F6 · balance_after: The total number of securities beneficially owned includes: (a) 21,394 unrestricted shares; (b) 430 unvested units from an award of 1,263 time-based restricted stock units granted 2/18/14; (c) 2,329 unvested units from an award of 6,847 performance-based restricted stock units granted 2/18/14; (d) 889 unvested units from an award of 1,326 time-based restricted stock units granted 2/17/15; (e) 3,555 unvested units from an award of 5,305 performance-based restricted stock units granted 2/17/15; (f) 1,188 unvested units from an award of 1,774 time-based restricted stock units granted 2/16/16; (g) 2,116 unvested units from an award of 3,158 performance-based restricted stock units granted 2/16/16; (h) the new grant for 1,969 time-based restricted stock units; (i) the new grant for 3,938 performance-based restricted stock units; (j) the new grant for 3,938 performance-based restricted stock units; and (k) the new grant for 2,106 performance-based restricted stock units.

SEC source: 0001101215-17-000046 · edgar.xml · nonDerivative · entry 4

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 128,637.177

F4 · kind: The new grant is for 2,102 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the core earnings per share performance metric for 2017. Following any such adjustment, restrictions will lapse with respect to 50% of such shares on each of 2/15/18 and 2/15/19, subject to continued employment by the Reporting Person on the vesting dates.

F4 · price: The new grant is for 2,102 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the core earnings per share performance metric for 2017. Following any such adjustment, restrictions will lapse with respect to 50% of such shares on each of 2/15/18 and 2/15/19, subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-17-000046 · edgar.xml · nonDerivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 126,535.177

F3 · kind: The new grant is for 3,855 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the relative Total Shareholder Return performance metric for 2017-2018. Following any such adjustment, restrictions will lapse with respect to 100% of such shares on 2/15/19, subject to continued employment by the Reporting Person on the vesting date.

F3 · price: The new grant is for 3,855 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the relative Total Shareholder Return performance metric for 2017-2018. Following any such adjustment, restrictions will lapse with respect to 100% of such shares on 2/15/19, subject to continued employment by the Reporting Person on the vesting date.

SEC source: 0001101215-17-000046 · edgar.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 122,680.177

F2 · kind: The new grant is for 3,855 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the EBT performance metric for 2017. Following any such adjustment, restrictions will lapse with respect to 33% of such shares on each of 2/15/18 and 2/15/19 and with respect to 34% of such shares on 2/18/20, subject to continued employment by the Reporting Person on the vesting dates.

F2 · price: The new grant is for 3,855 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the EBT performance metric for 2017. Following any such adjustment, restrictions will lapse with respect to 33% of such shares on each of 2/15/18 and 2/15/19 and with respect to 34% of such shares on 2/18/20, subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-17-000046 · edgar.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 118,825.177

F1 · kind: The new grant is for 1,926 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 635 units on 2/15/18, on 636 units on 2/15/19 and on 655 units on 2/18/20, subject to continued employment by the Reporting Person on the vesting dates.

F1 · price: The new grant is for 1,926 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 635 units on 2/15/18, on 636 units on 2/15/19 and on 655 units on 2/18/20, subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-17-000044 · edgar.xml · nonDerivative · entry 4

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 264,130

F4 · kind: The new grant is for 5,964 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the core earnings per share performance metric for 2017. Following any such adjustment, restrictions will lapse with respect to 50% of such shares on each of 2/15/18 and 2/15/19, subject to continued employment by the Reporting Person on the vesting dates.

F4 · price: The new grant is for 5,964 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the core earnings per share performance metric for 2017. Following any such adjustment, restrictions will lapse with respect to 50% of such shares on each of 2/15/18 and 2/15/19, subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-17-000044 · edgar.xml · nonDerivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 258,166

F3 · kind: The new grant is for 11,155 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the relative Total Shareholder Return performance metric for 2017-2018. Following any such adjustment, restrictions will lapse with respect to 100% of such shares on 2/15/19, subject to continued employment by the Reporting Person on the vesting date.

F3 · price: The new grant is for 11,155 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the relative Total Shareholder Return performance metric for 2017-2018. Following any such adjustment, restrictions will lapse with respect to 100% of such shares on 2/15/19, subject to continued employment by the Reporting Person on the vesting date.

SEC source: 0001101215-17-000044 · edgar.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 247,011

F2 · kind: The new grant is for 11,155 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the EBT performance metric for 2017. Following any such adjustment, restrictions will lapse with respect to 33% of such shares on each of 2/15/18 and 2/15/19 and with respect to 34% of such shares on 2/18/20, subject to continued employment by the Reporting Person on the vesting dates.

F2 · price: The new grant is for 11,155 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down upon assessment of the EBT performance metric for 2017. Following any such adjustment, restrictions will lapse with respect to 33% of such shares on each of 2/15/18 and 2/15/19 and with respect to 34% of such shares on 2/18/20, subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-17-000044 · edgar.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 235,856

F1 · kind: The new grant is for 5,578 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 1,840 units on 2/15/18, on 1,841 units on 2/15/19 and on 1,897 units on 2/18/20, subject to continued employment by the Reporting Person on the vesting dates.

F1 · price: The new grant is for 5,578 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 1,840 units on 2/15/18, on 1,841 units on 2/15/19 and on 1,897 units on 2/18/20, subject to continued employment by the Reporting Person on the vesting dates.

SEC source: 0001101215-17-000026 · edgar.xml · nonDerivative · entry 1

BALLOU ROGER H · CIK 0001158369 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,865

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.70 to $225.72 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 range set forth herein.

F2 · balance_after: The total amount of securities beneficially owned includes: (a) 1,876 unvested restricted stock units granted 7/1/08; (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; and (i) 602 unvested restricted stock units granted 6/27/16.

SEC source: 0001418812-17-000006 · primary_doc.xml · nonDerivative · entry 3

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

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

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

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

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

ValueAct Holdings GP, LLC · CIK 0001418813 · 10% owner · 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: 5,877,400

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 ValueAct entities referred to in this footnote 2 are collectively referred to herein as "ValueAct Capital." The securities reported herein are directly beneficially owned 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 sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.

SEC source: 0001418812-17-000006 · primary_doc.xml · nonDerivative · entry 2

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

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

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

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

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

ValueAct Holdings GP, LLC · CIK 0001418813 · 10% owner · 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: 5,870,000

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 ValueAct entities referred to in this footnote 2 are collectively referred to herein as "ValueAct Capital." The securities reported herein are directly beneficially owned 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 sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.

SEC source: 0001418812-17-000006 · primary_doc.xml · nonDerivative · entry 1

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

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

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

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

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

ValueAct Holdings GP, LLC · CIK 0001418813 · 10% owner · 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: 5,845,000

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 ValueAct entities referred to in this footnote 2 are collectively referred to herein as "ValueAct Capital." The securities reported herein are directly beneficially owned 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 sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.

SEC source: 0001418812-17-000005 · primary_doc.xml · nonDerivative · entry 5

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

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

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

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

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

ValueAct Holdings GP, LLC · CIK 0001418813 · 10% owner · 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: 5,820,000

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 ValueAct entities referred to in this footnote 2 are collectively referred to herein as "ValueAct Capital." The securities reported herein are directly beneficially owned 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 sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.

SEC source: 0001418812-17-000005 · primary_doc.xml · nonDerivative · entry 4

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

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

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

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

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

ValueAct Holdings GP, LLC · CIK 0001418813 · 10% owner · 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: 5,780,000

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 ValueAct entities referred to in this footnote 2 are collectively referred to herein as "ValueAct Capital." The securities reported herein are directly beneficially owned 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 sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.

SEC source: 0001418812-17-000005 · primary_doc.xml · nonDerivative · entry 3

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

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

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

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

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

ValueAct Holdings GP, LLC · CIK 0001418813 · 10% owner · 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: 5,709,900

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 ValueAct entities referred to in this footnote 2 are collectively referred to herein as "ValueAct Capital." The securities reported herein are directly beneficially owned 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 sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.

SEC source: 0001418812-17-000005 · primary_doc.xml · nonDerivative · entry 2

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

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

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

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

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

ValueAct Holdings GP, LLC · CIK 0001418813 · 10% owner · 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: 5,659,900

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 ValueAct entities referred to in this footnote 2 are collectively referred to herein as "ValueAct Capital." The securities reported herein are directly beneficially owned 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 sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.

SEC source: 0001418812-17-000005 · primary_doc.xml · nonDerivative · entry 1

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

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

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

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

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

ValueAct Holdings GP, LLC · CIK 0001418813 · 10% owner · 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: 5,634,900

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 ValueAct entities referred to in this footnote 2 are collectively referred to herein as "ValueAct Capital." The securities reported herein are directly beneficially owned 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 sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.

SEC source: 0001101215-16-000509 · edgar.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 116,899.177

F1 · kind: Securities acquired resulted from a reinvestment of dividends received from Alliance Data Systems Corporation on its common shares paid December 16, 2016.

F2 · balance_after: The total number of securities beneficially owned includes: (a) 100,093.177 unrestricted shares; (b) 511 unvested units from an award of 1,501 time-based restricted stock units granted 2/18/14; (c) 2,768 unvested units from an award of 8,141 performance-based restricted stock units granted 2/18/14; (d) 936 unvested units from an award of 1,396 time-based restricted stock units granted 2/17/15; (e) 3,742 unvested units from an award of 5,584 performance-based restricted stock units granted 2/17/15; (f) 1,769 unvested time-based restricted stock units granted 2/16/16; and (g) 7,080 unvested performance-based restricted stock units granted 2/16/16.

SEC source: 0001101215-16-000484 · edgar.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,801

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $234.51 to $234.54 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 range set forth herein.

F2 · balance_after: The total number of securities beneficially owned includes: (a) 14,628 unrestricted shares; (b) 363 unvested units from an award of 1,067 time-based restricted stock units granted 2/18/14; (c) 1,968 unvested units from an award of 5,786 performance-based restricted stock units granted 2/18/14; (d) 734 unvested units from an award of 1,095 time-based restricted stock units granted 2/17/15; (e) 2,938 unvested units from an award of 4,384 performance-based restricted stock units granted 2/17/15; (f) 1,434 unvested time-based restricted stock units granted 2/16/16; and (g) 5,736 unvested performance-based restricted stock units granted 2/16/16.

SEC source: 0001101215-16-000482 · edgar.xml · derivative · entry 5

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 4,628 shares

Expires 2017-02-21

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Cashless exercise of employee stock options due to expire on February 21, 2017, ten years after such options were granted.

F6 · price: This is an employee stock option grant that is fully vested.

F6 · derivative.exercise_date: This is an employee stock option grant that is fully vested.

SEC source: 0001101215-16-000482 · edgar.xml · nonDerivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,394

F1 · kind: Cashless exercise of employee stock options due to expire on February 21, 2017, ten years after such options were granted.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $232.04 to $232.07, inclusive.

F4 · balance_after: The total number of securities beneficially owned includes: (a) 519 unvested units from an award of 1,525 time-based restricted stock units granted 2/18/14; (b) 2,811 unvested units from an award of 8,267 performance-based restricted stock units granted 2/18/14; (c) 982 unvested units from an award of 1,465 time-based restricted stock units granted 2/17/15; (d) 3,929 unvested units from an award of 5,864 performance-based restricted stock units granted 2/17/15; (e) 1,830 unvested time-based restricted stock units granted 2/16/16; and (f) 7,323 unvested performance-based restricted stock units granted 2/16/16.

SEC source: 0001101215-16-000482 · edgar.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,594

F1 · kind: Cashless exercise of employee stock options due to expire on February 21, 2017, ten years after such options were granted.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.00 to $231.99, 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 in footnotes (2) and (3) to this Form 4.

SEC source: 0001101215-16-000482 · edgar.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,022

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Cashless exercise of employee stock options due to expire on February 21, 2017, ten years after such options were granted.

SEC source: 0001101215-16-000481 · edgar.xml · derivative · entry 5

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 4,872 shares

Expires 2017-02-21

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Cashless exercise of employee stock options due to expire on February 21, 2017, ten years after such options were granted.

F6 · price: This is an employee stock option grant that is fully vested.

F6 · derivative.exercise_date: This is an employee stock option grant that is fully vested.

SEC source: 0001101215-16-000481 · edgar.xml · nonDerivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 116,661

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.85 to $225.90, inclusive.

F4 · balance_after: The total number of securities beneficially owned includes: (a) 99,855 unrestricted shares; (b) 511 unvested units from an award of 1,501 time-based restricted stock units granted 2/18/14; (c) 2,768 unvested units from an award of 8,141 performance-based restricted stock units granted 2/18/14; (d) 936 unvested units from an award of 1,396 time-based restricted stock units granted 2/17/15; (e) 3,742 unvested units from an award of 5,584 performance-based restricted stock units granted 2/17/15; (f) 1,769 unvested time-based restricted stock units granted 2/16/16; and (g) 7,080 unvested performance-based restricted stock units granted 2/16/16.

SEC source: 0001101215-16-000481 · edgar.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 122,661

F1 · kind: Cashless exercise of employee stock options due to expire on February 21, 2017, ten years after such options were granted.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.93 to $226.00, 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 in footnotes (2) and (3) to this Form 4.

SEC source: 0001101215-16-000481 · edgar.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 127,533

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Cashless exercise of employee stock options due to expire on February 21, 2017, ten years after such options were granted.

SEC source: 0001101215-16-000480 · edgar.xml · derivative · entry 4

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 15,223 shares

Expires 2017-02-21

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Cashless exercise of employee stock options due to expire on February 21, 2017, ten years after such options were granted.

F2 · kind: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 24, 2016.

F6 · price: This is an employee stock option grant that is fully vested.

F6 · derivative.exercise_date: This is an employee stock option grant that is fully vested.

SEC source: 0001101215-16-000480 · edgar.xml · nonDerivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 235,428

F1 · kind: Cashless exercise of employee stock options due to expire on February 21, 2017, ten years after such options were granted.

F2 · kind: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 24, 2016.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.76 to $218.60, inclusive.

F5 · balance_after: The total number of securities beneficially owned includes: (a) 189,329 unrestricted shares; (b) 1,276 unvested units from an award of 3,751 time-based restricted stock units granted 2/18/14; (c) 6,914 unvested units from an award of 20,333 performance-based restricted stock units granted 2/18/14; (d) 2,556 unvested units from an award of 3,814 time-based restricted stock units granted 2/17/15; (e) 10,223 unvested units from an award of 15,257 performance-based restricted stock units granted 2/17/15; (f) 5,026 unvested time-based restricted stock units granted 2/16/16; and (g) 20,104 unvested performance-based restricted stock units granted 2/16/16.

SEC source: 0001101215-16-000480 · edgar.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 247,446

F1 · kind: Cashless exercise of employee stock options due to expire on February 21, 2017, ten years after such options were granted.

F2 · kind: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 24, 2016.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.54 to $217.31, 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 in footnotes (3) and (4) to this Form 4.

SEC source: 0001101215-16-000480 · edgar.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 250,651

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Cashless exercise of employee stock options due to expire on February 21, 2017, ten years after such options were granted.

F2 · kind: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 24, 2016.

SEC source: 0001101215-17-000027 · edgar.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 230,278

F1 · kind: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 24, 2016.

F2 · balance_after: The total number of securities beneficially owned includes: (a) 184,179 unrestricted shares; (b) 1,276 unvested units from an award of 3,751 time-based restricted stock units granted 2/18/14; (c) 6,914 unvested units from an award of 20,333 performance-based restricted stock units granted 2/18/14; (d) 2,556 unvested units from an award of 3,814 time-based restricted stock units granted 2/17/15; (e) 10,223 unvested units from an award of 15,257 performance-based restricted stock units granted 2/17/15; (f) 5,026 unvested time-based restricted stock units granted 2/16/16; and (g) 20,104 unvested performance-based restricted stock units granted 2/16/16.

SEC source: 0001101215-16-000450 · edgar.xml · nonDerivative · entry 1

THERIAULT TIMOTHY J · CIK 0001190305 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 447

F1 · kind: The new grant is for 447 shares of common stock represented by restricted stock units. The restrictions on 100% of the shares will lapse on the earlier of (i) 10/16/26 or (ii) termination of the director's service on the Company's board of directors.

F1 · price: The new grant is for 447 shares of common stock represented by restricted stock units. The restrictions on 100% of the shares will lapse on the earlier of (i) 10/16/26 or (ii) termination of the director's service on the Company's board of directors.

SEC source: 0001101215-17-000028 · edgar.xml · nonDerivative · entry 3

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,876

F1 · balance_after: The total number of securities beneficially owned includes: (a) 12,703 unrestricted shares; (b) 363 unvested units from an award of 1,067 time-based restricted stock units granted 2/18/14; (c) 1,968 unvested units from an award of 5,786 performance-based restricted stock units granted 2/18/14; (d) 734 unvested units from an award of 1,095 time-based restricted stock units granted 2/17/15; (e) 2,938 unvested units from an award of 4,384 performance-based restricted stock units granted 2/17/15; (f) 1,434 unvested time-based restricted stock units granted 2/16/16; and (g) 5,736 unvested performance-based restricted stock units granted 2/16/16.

SEC source: 0001101215-17-000028 · edgar.xml · nonDerivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 26,342

SEC source: 0001101215-17-000028 · edgar.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,060