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
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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*
Cameron Blair F

(Last) (First) (Middle)
7500 DALLAS PARKWAY, SUITE 700

(Street)
PLANO TX 75024

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Loyalty Ventures Inc. [ LYLT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
AIR MILES, President
3. Date of Earliest Transaction (Month/Day/Year)
12/07/2021
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 12/07/2021 A(1) 7,612 A (1) 7,931(2) D
Common Stock 12/07/2021 A(3) 12,688 A (3) 20,619(4) 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
Explanation of Responses:
1. The award for 7,612 shares of common stock represented by time-based restricted stock units is a replacement for equity forfeited by Alliance Data Systems Corporation at the time of the spinoff as provided in the Employee Matters Agreement. The restrictions will lapse on all 7,612 units on 2/16/2024, subject to continued employment by the Reporting Person with the Issuer on the vesting date.
2. The total number of securities beneficially owned includes 319 unrestricted shares resulting from the spinoff distribution by Alliance Data Systems Corporation on November 5, 2021.
3. The award for 12,688 shares of common stock represented by time-based restricted stock units is a replacement for equity forfeited by Alliance Data Systems Corporation at the time of the spinoff as provided in the Employee Matters Agreement. The restrictions will lapse on 4,186 units on 2/16/2022, on 4,187 units on 2/16/2023 and on 4,315 units on 2/16/2024, subject to continued employment by the Reporting Person with the Issuer on the vesting date.
4. The total number of securities beneficially owned includes: (a) 319 unrestricted shares; (b) the replacement grant for 7,612 time-based restricted stock units; and (c) the replacement grant for 12,688 time-based restricted stock units.
Cynthia L. Hageman, Attorney in Fact 12/07/2021
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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