BREAD FINANCIAL HOLDINGS, INC. — Director's Dealing 2011

Mar 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALLIANCE DATA SYSTEMS CORP (ADS)
CIK: 0001101215
Period of Report: 2011-03-21

Reporting Person: Pearson Bryan A (EVP & President, LoyaltyOne)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-21	Common Stock	A	4291	—	Acquired	105441	Direct
2011-03-21	Common Stock	A	17165	—	Acquired	122606	Direct

Footnotes

F1: The new grant is for 4,291 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 1,416 units on each of 2/21/12 and 2/21/13 and on 1,459 units on 2/21/14, subject to continued employment by the Reporting Person on the vesting dates.

F2: The new grant is for 17,165 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down at the time the performance restriction lapses. The restriction may lapse with respect to 33% of such shares on each of 2/21/12 and 2/21/13 and with respect to 34% of such shares on 2/21/14 contingent on meeting an EBT metric for 2011 and subject to continued employment by the Reporting Person on the vesting dates.

F3: The total number of securities beneficially owned includes: (a) 68,366 unrestricted shares; (b) 11,968 unvested units from an award of 35,200 performance-based restricted stock units granted 2/23/09; (c) 3,959 unvested units from an award of 5,908 time-based restricted stock units granted 2/22/10; (d) 16,857 unvested units from an award of 25,285 performance-based restricted stock units granted 2/22/10; (e) the new grant for 4,291 time-based restricted stock units; and (f) the new grant for 17,165 performance-based restricted stock units.