Sec Form 4 Filing - ValueAct Holdings, L.P. @ ALLIANCE DATA SYSTEMS CORP - 2019-10-28

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 ValueAct Holdings, L.P. 2. Issuer Name and Ticker or Trading Symbol ALLIANCE DATA SYSTEMS CORP [ ADS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE LETTERMAN DRIVE, BUILDING D, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/28/2019 (Street) SAN FRANCISCO, CA94129 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 10/28/2019 S 2,000,000 D $ 101.5 1,707,646 I See Footnotes ( 1 ) ( 2 ) Common Stock 10/29/2019 J( 3 ) 1,500,000 A 3,207,646 I See Footnotes ( 1 ) ( 2 ) Common Stock 10/29/2019 S 1,830,000 D $ 102 1,377,646 I See Footnotes ( 1 ) ( 2 )

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 Series A Non-Voting Convertible Preferred Stock ( 4 ) 10/29/2019 J( 3 ) 150,000 ( 5 ) ( 6 ) Common Stock 1,500,000 ( 3 ) 0 I See Footnotes ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ValueAct Holdings, L.P. ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO, CA94129 X ValueAct Capital Master Fund, L.P. ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO, CA94129 X VA Partners I, LLC ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO, CA94129 X ValueAct Capital Management, L.P. ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO, CA94129 X ValueAct Capital Management, LLC ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO, CA94129 X ValueAct Holdings II, L.P. ONE LETTERMAN DRIVE BUILDING D, FOURTH FLOOR SAN FRANCISCO, CA94129 X ValueAct Holdings GP, LLC ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO, CA94129 X Signatures VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer 10/30/2019 Signature of Reporting Person Date VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer 10/30/2019 Signature of Reporting Person Date VA PARTNERS I, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer 10/30/2019 Signature of Reporting Person Date VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer 10/30/2019 Signature of Reporting Person Date VALUEACT CAPITAL MANAGEMENT, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer 10/30/2019 Signature of Reporting Person Date VALUEACT HOLDINGS II, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer 10/30/2019 Signature of Reporting Person Date VALUEACT HOLDINGS GP, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer 10/30/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each reporting person listed herein disclaims beneficial ownership of the reportedsecurities except to the extent of its pecuniary interest therein, and this reportshall not be deemed an admission that such person is the beneficial owner of thesecurities for purposes of Section 16 of the Securities Exchange Act of 1934, asamended, or for any other purpose. ( 2 )The securities reported herein are held by ValueAct Capital Master Fund, L.P. andmay be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC asGeneral Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct CapitalManagement, 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 interestsof VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of themembership interests of ValueAct Capital Management, LLC and as the majority ownerof 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 ValueActHoldings II, L.P. ( 3 )On October 29, 2019 the Reporting Persons converted the previously disclosed 150,000shares of Series A Non-Voting Convertible Preferred Stock to 1,500,000 shares ofCommon Stock. ( 4 )The Nonvoting Preferred Stock is convertible into shares of Common Stock on a ten-for-one basis. ( 5 )The Nonvoting Preferred Stock is convertible into shares of Common Stock immediately upon issuance. ( 6 )The conversion of the Nonvoting Preferred Stock has no expiration date.

Remarks: - The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person.

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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