Page 8 of 11 – SEC Filing
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CUSIP NO. 018581108 Page 8 of 12
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This Amendment No. 4 to the Schedule 13D supplements the information set
forth in the Schedule 13D filed by the Reporting Persons with the United
States Securities and Exchange Commission (the “SEC”), as amended from time
to time (the “Schedule 13D”), relating to the Common Stock (the “Common
Stock”) of Alliance Data Systems Corporation, a Delaware corporation (the
“Issuer”). Capitalized terms contained herein but not otherwise defined shall
have the meanings ascribed to such terms in the Schedule 13D.
The information set forth in response to each separate Item below shall be
deemed to be a response to all Items where such information is relevant. The
Schedule 13D is hereby supplementally amended as follows:
Item 3. Source and Amount of Funds or Other Consideration
The source of funds used for the purchase of the Issuer’s securities
reflected in this amendment was the working capital of ValueAct Master Fund.
The aggregate funds used by these Reporting Persons to make such purchases
were $12,547,013.88.
Item 4. Purpose of Transaction
The following paragraph supplements the information set forth in the
Schedule 13D filed by the Reporting Persons.
On March 16, 2017 the Reporting Persons were informed that the board of
directors of the Issuer unanimously recommended the nomination of Kelly
Barlow for election as a director at the Issuer’s 2017 annual meeting. Mr.
Barlow is a Partner of ValueAct Holdings and ValueAct Holdings GP.
Item 5. Interest in Securities of the Issuer
(a) and (b). Set forth below is the beneficial ownership of shares of
Common Stock of the Issuer for each person named in Item 2. Shares reported
as beneficially owned by ValueAct Master Fund are also reported as
beneficially owned by (i) ValueAct Management L.P. as the manager of each
such investment partnership, (ii) ValueAct Management LLC, as General Partner
of ValueAct Management L.P., (iii) ValueAct Holdings, as the sole owner of
the limited partnership interests of ValueAct Management L.P. and the
membership interests of ValueAct Management LLC and as the majority owner of
the membership interests of VA Partners I and (iv) ValueAct Holdings GP, as
General Partner of ValueAct Holdings. Shares reported as beneficially owned
by ValueAct Master Fund are also reported as beneficially owned by VA
Partners I, as General Partner of ValueAct Master Fund. VA Partners I,
ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings and
ValueAct Holdings GP also, directly or indirectly, may own interests in one
or more than one of the partnerships from time to time. Unless otherwise
indicated below, by reason of such relationship ValueAct Master Fund is
reported as having shared power to vote or to direct the vote, and shared
power to dispose or direct the disposition of, such shares of Common Stock,
with VA Partners I (only with respect to ValueAct Master Fund), ValueAct
Management L.P., ValueAct Management LLC, ValueAct Holdings and ValueAct
Holdings GP.
As of the date hereof, the Reporting Persons beneficially own 5,877,400
shares of Common Stock, representing approximately 10.5% of the Issuer’s
