Sec Form 4 Filing - HEFFERNAN EDWARD J @ ALLIANCE DATA SYSTEMS CORP - 2016-02-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HEFFERNAN EDWARD J 2. Issuer Name and Ticker or Trading Symbol ALLIANCE DATA SYSTEMS CORP [ ADS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 7500 DALLAS PARKWAY, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2016 (Street) PLANO, TX75024 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/17/2016 F( 1 ) 2,640 D $ 191.1 243,990 D Common Stock 02/18/2016 F( 1 ) 3,335 D $ 198.32 240,655 ( 2 ) ( 3 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HEFFERNAN EDWARD J 7500 DALLAS PARKWAY, SUITE 700 PLANO, TX75024 X President and CEO Signatures Cynthia L. Hageman, Attorney in Fact 02/19/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units. ( 2 )The total number of securities beneficially owned includes: (a) 182,099 unrestricted shares; (b) 1,893 unvested units from an award of 5,567 time-based restricted stock units granted 2/21/13; (c) 10,564 unvested units from an award of 31,068 performance-based restricted stock units granted 2/21/13; (d) 1,276 unvested units from an award of 3,751 time-based restricted stock units granted 2/18/14; (e) 6,914 unvested units from an award of 20,333 performance-based restricted stock units granted 2/18/14; (f) 2,556 unvested units from an award of 3,814 time-based restricted stock units granted 2/17/15; (g) 10,223 unvested units from an award of 15,257 performance-based restricted stock units granted 2/17/15; (h) 5,026 unvested time-based restricted stock units granted 2/16/16; and (i) 20,104 unvested performance-based restricted stock units granted 2/16/16. ( 3 )Based on the Company's EBT performance in 2015, 100% of the original award of 15,257 performance-based restricted stock units granted 2/17/15 were earned. The restrictions will lapse with respect to 5,035 units on 2/17/17 and with respect to 5,188 units on 2/20/18, subject to continued employment by the Reporting Person on the remaining vesting dates.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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