SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GIULIANI JOHN (Last) (First) (Middle) 30699 RUSSELL RANCH ROAD (Street) WESTLAKE VILLAGE CA 91362 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CONVERSANT, INC. [ CNVR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 12/10/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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, par value $0.001 per share	12/10/2014		D(1)		2,647,815(2)(3)	D	(4)	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Option to purchase shares of Common Stock, par value $0.001	$1.11	12/10/2014		D		105,117		(5)	03/24/2015	Common Stock	105,117	(6)	0	D

Explanation of Responses:

1. The shares were disposed of in the acquisition of the Issuer (the "Merger") by Alliance Data Systems Corporation ("Alliance Data") under the Agreement and Plan of Merger, dated September 11, 2014, by and among Alliance Data, the Issuer and Amber Sub LLC (the "Merger Agreement").

2. The amount of securities disposed of includes 297,500 shares of restricted stock held by the Reporting Party, 0 of which fully vested immediately prior to the consummation of the Merger and were disposed of in the Merger in exchange for the right to receive the Merger Consideration (as defined below and less applicable tax withholding) and 297,500 of which remain subject to vesting and forfeiture conditions and were converted into restricted stock of Alliance Data pursuant to the terms and conditions of the Merger Agreement.

3. Includes 428 shares acquired on 2/28/2014 under the Conversant, Inc. 2007 Employee Stock Purchase Plan and 428 shares acquired on 8/31/14 under the Conversant, Inc. 2007 Employee Stock Purchase Plan.

4. Pursuant to the Merger Agreement, stockholders of the Issuer received, for each share of Common Stock held by such stockholder immediately prior to the Merger, and at such stockholder's election, either (i) a combination of 0.07037 of a share, par value $0.01 per share, of Alliance Data common stock and an amount in cash equal to $15.14, (ii) 0.124014 of a share of Alliance Data common stock (the "Per Share Stock Election Consideration"), or (iii) $35.00 in cash, subject to proration and the other terms and conditions of the Merger Agreement (the "Merger Consideration").

5. The shares underlying the option became fully vested and exercisable as of August 31, 2011.

6. Each outstanding option to purchase shares of Issuer common stock, whether vested or unvested, was converted in the Merger into an option to purchase, on the same terms and conditions as were applicable to such option immediately prior to the Merger, a number of shares of Alliance Data common stock, rounded down to the nearest whole share, determined by multiplying the number of shares of Issuer common stock subject to the existing option by the Per Share Stock Election Consideration at an exercise price per share of Alliance Data common stock, rounded up to the nearest whole cent, equal to the per-share exercise price for the shares of Issuer common stock otherwise purchasable pursuant to such option immediately prior to the Merger divided by the Per Share Stock Election Consideration.

	/s/ John Giuliani by Lisa M Mitchell as attorney-in-fact pursuant to Power of Attorney	12/10/2014
	** Signature of Reporting Person	Date
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