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FORM 4
[ ] Check this box if no longer
subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) |
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*
Beltz, Michael A.
(Last) (First) (Middle)
17655 Waterview Parkway
(Street)
Dallas, TX 75252-012
(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol Alliance Data Systems Corporation ADS
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6. Relationship of Reporting Person(s) to Issuer
(Check all applicable) Director
10% Owner
X Officer
Other
Executive Vice President and President, Transaction Services Group
7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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3. I.R.S. Identification
Number of Reporting Person, if an entity (voluntary) |
4. Statement for Month/Day/Year January 23, 2003
5. If Amendment,
Date of Original (Month/Day/Year) |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1. Title of Security (Instr. 3) |
2. Transaction Date
(Month/Day/Year) |
2A. Deemed
Execution Date, if any (Month/Day/Year) |
3. Transaction Code and Voluntary Code (Instr. 8) Code | V
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4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount | A/D | Price
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5. Amount of
Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) |
6. Owner-
ship Form: Direct(D) or Indirect (I) (Instr. 4) |
7. Nature of
Indirect Beneficial Ownership (Instr. 4) |
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Common
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01/22/2003
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X |
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11,111 | A | $9.00
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77,457 (1) |
D
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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). |
Persons who respond to the collection of information contained in this form are not required to
respond unless the form displays a currently valid OMB control number. |
(over)
SEC 1474 (9-02) |
| Beltz, Michael A. - January 23, 2003 |
| Form 4 (continued) |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security
(Instr. 3) |
2. Conver-
sion or Exercise Price of Deri- vative Security |
3. Transaction
Date (Month/ Day/ Year) |
3A. Deemed
Execution Date, if any (Month/ Day/ Year) |
4. Transaction
Code and Voluntary (V) Code (Instr.8) Code | V
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5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5) |
6. Date Exercisable(DE) and
Expiration Date(ED) (Month/Day/Year) (DE) | (ED)
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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 Transactions (Instr.4) |
10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr.4) |
11. Nature of Indirect Beneficial Ownership (Instr.4) |
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Employee Stock Option (right to buy) |
$9.00 | 01/15/2003 |
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X |
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(D) 11,111 |
Varies (2) | 05/05/2007
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Common - 11,111 | $9.00 | 6,111 |
D
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Employee Stock Option (right to buy) |
$9.00 |
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Varies (3) | 07/23/2008
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Common - 38,888 |
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38,888 |
D
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Employee Stock Option (right to buy) |
$9.90 |
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Varies (4) | 11/30/2008
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Common - 27,777 |
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27,777 |
D
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Employee Stock Option (right to buy) |
$9.90 |
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Varies (5) | 05/06/2009
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Common - 22,222 |
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22,222 |
D
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Employee Stock Option (right to buy) |
$15.00 |
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Varies (6) | 08/31/2010
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Common - 80,000 |
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80,000 |
D
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Employee Stock Option (right to buy) |
$12.00 |
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Varies (7) | 06/08/2011
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Common - 38,048 |
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38,048 |
D
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. |
By: Attorney-in-Fact for __________________ ** Signature of Reporting Person Date Power of Attorney Page 2
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| Beltz, Michael A. - January 23, 2003 |
| Form 4 (continued) |
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FOOTNOTE Descriptions for Alliance Data Systems Corporation ADS Form 4 - January 2003 Michael A. Beltz
17655 Waterview Parkway Dallas, TX 75252-012 Explanation of responses: (1) Total beneficial ownership includes 21,000 unvested shares of common stock pursuant to a restricted stock grant. (2) This option is fully vested. (3) This option is fully vested. (4) This option is fully vested. (5) The option is exercisable for 5,556 shares on each of 1/31/00, 1/31/01, and 1/31/02 and for 5,554 shares on 1/31/03, subject to performance targets. (6) The option is exercisable for 26,400 shares on each of 8/31/01 and 8/31/02 and for 27,200 shares on 8/31/03. (7) The option is exercisable for 33% of the underlying shares on each of 8/31/01 and 8/31/02, and for 34% on 8/31/03. |
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