0001418812-19-000023.txt : 20190429
0001418812-19-000023.hdr.sgml : 20190429
20190429174900
ACCESSION NUMBER: 0001418812-19-000023
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190425
FILED AS OF DATE: 20190429
DATE AS OF CHANGE: 20190429
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Holdings, L.P.
CENTRAL INDEX KEY: 0001418814
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15749
FILM NUMBER: 19777371
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Capital Master Fund, L.P.
CENTRAL INDEX KEY: 0001464912
STATE OF INCORPORATION: D8
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15749
FILM NUMBER: 19777372
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VA Partners I, LLC
CENTRAL INDEX KEY: 0001418812
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15749
FILM NUMBER: 19777373
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Capital Management, L.P.
CENTRAL INDEX KEY: 0001351069
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15749
FILM NUMBER: 19777374
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Capital Management, LLC
CENTRAL INDEX KEY: 0001351073
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15749
FILM NUMBER: 19777375
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Holdings II, L.P.
CENTRAL INDEX KEY: 0001763309
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15749
FILM NUMBER: 19777376
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, FOURTH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 4153623700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, FOURTH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Holdings GP, LLC
CENTRAL INDEX KEY: 0001418813
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15749
FILM NUMBER: 19777377
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ALLIANCE DATA SYSTEMS CORP
CENTRAL INDEX KEY: 0001101215
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 311429215
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7500 DALLAS PARKWAY, SUITE 700
CITY: PLANO
STATE: TX
ZIP: 75024
BUSINESS PHONE: 2144943000
MAIL ADDRESS:
STREET 1: 7500 DALLAS PARKWAY, SUITE 700
CITY: PLANO
STATE: TX
ZIP: 75024
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2019-04-25
0
0001101215
ALLIANCE DATA SYSTEMS CORP
ADS
0001418814
ValueAct Holdings, L.P.
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001464912
ValueAct Capital Master Fund, L.P.
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001418812
VA Partners I, LLC
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001351069
ValueAct Capital Management, L.P.
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001351073
ValueAct Capital Management, LLC
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001763309
ValueAct Holdings II, L.P.
ONE LETTERMAN DRIVE
BUILDING D, FOURTH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
0001418813
ValueAct Holdings GP, LLC
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO
CA
94129
1
0
0
1
See Remarks
Common Stock
2019-04-25
4
J
0
1500000
D
3707646
I
See Footnotes
Series A Non-Voting Convertible Preferred Stock
2019-04-25
4
J
0
150000
A
Common Stock
1500000
150000
I
See Footnotes
Pursuant to an exchange agreement approved by the Board of Directors of Alliance Data Systems Corporation, 1,500,000 shares of common stock, par value $0.01 per share ("Common Stock") of Alliance Data Systems Corporation, were exchanged for 150,000 shares of Series A Non-Voting Convertible Preferred Stock, par value $0.01 per share. This transaction is exempt under 16b-3.
Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The securities reported herein are held by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, 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 interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of 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 ValueAct Holdings II, L.P.
The Nonvoting Preferred Stock is convertible into shares of Common Stock on a ten-for-one basis.
The Nonvoting Preferred Stock is convertible into shares of Common Stock immediately upon issuance.
The conversion of the Nonvoting Preferred Stock has no expiration date.
- 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.
- Kelly J. Barlow, a Partner at ValueAct Capital, serves on the board of directors of the Issuer. As a result, the other reporting persons herein may be deemed directors by deputization.
VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer
2019-04-29
VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer
2019-04-29
VA PARTNERS I, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer
2019-04-29
VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer
2019-04-29
VALUEACT CAPITAL MANAGEMENT, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer
2019-04-29
VALUEACT HOLDINGS II, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer
2019-04-29
VALUEACT HOLDINGS GP, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer
2019-04-29