Sec Form 4 Filing - Andretta Ralph J @ ALLIANCE DATA SYSTEMS CORP - 2020-02-18

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 Andretta Ralph 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) 3075 LOYALTY CIRCLE 3. Date of Earliest Transaction (MM/DD/YY) 02/18/2020 (Street) COLUMBUS, OH43219 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 02/18/2020 A( 1 ) 6,827 A 6,827 D Common Stock 02/18/2020 A( 2 ) 6,165 A 12,992 D Common Stock 02/18/2020 A( 3 ) 15,207 A 28,199 D Common Stock 02/18/2020 A( 4 ) 12,288 A 40,487 D Common Stock 02/18/2020 A( 5 ) 2,731 A 43,218 D Common Stock 02/18/2020 A( 6 ) 12,289 A 55,507 ( 7 ) 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 Andretta Ralph J 3075 LOYALTY CIRCLE COLUMBUS, OH43219 X President and CEO Signatures Cynthia L. Hageman, Attorney in Fact 02/20/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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