Pearson Bryan A 4
4 · ALLIANCE DATA SYSTEMS CORP · Filed Feb 20, 2019
Insider Transaction Report
Form 4
Pearson Bryan A
EVP & President, LoyaltyOne
Transactions
- Award
Common Stock
2019-02-15+5,562→ 28,050 total - Award
Common Stock
2019-02-15+5,562→ 33,612 total - Tax Payment
Common Stock
2019-02-15$171.22/sh−2,532$433,529→ 31,080 total - Tax Payment
Common Stock
2019-02-19$174.28/sh−926$161,383→ 25,282 total - Award
Common Stock
2019-02-15+2,782→ 22,488 total
Holdings
- 85,942(indirect: By 2456779 Ontario Inc.)
Common Stock
Footnotes (8)
- [F1]The new grant is for 2,782 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 918 units on each of 2/18/20 and 2/16/21 and on 946 units on 2/15/22, subject to continued employment by the Reporting Person on the vesting dates.
- [F2]The new grant is for 5,562 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 2/18/20 and 2/16/21 and with respect to 34% of such shares on 2/15/22 contingent on meeting an EBT metric for 2019 and subject to continued employment by the Reporting Person on the vesting dates.
- [F3]The new grant is for 5,562 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 2/16/21 contingent on meeting a relative total shareholder return metric for 2019 and 2020 and subject to continued employment by the Reporting Person on the vesting dates.
- [F4]Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
- [F5]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]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]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.
- [F8]The shares are held by 2456779 Ontario Inc., an Ontario, Canada corporation, of which the reporting person is the sole shareholder.