BREAD FINANCIAL HOLDINGS, INC. — Director's Dealing 2012

Feb 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALLIANCE DATA SYSTEMS CORP (ADS)
CIK: 0001101215
Period of Report: 2012-02-21

Reporting Person: Epperson Leigh Ann K (SVP, General Counsel & Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-21	Common Stock	A	1300	—	Acquired	15379	Direct
2012-02-21	Common Stock	F	398	$119.70	Disposed	14981	Direct
2012-02-21	Common Stock	A	731	—	Acquired	15712	Direct
2012-02-21	Common Stock	A	2924	—	Acquired	18636	Direct
2012-02-22	Common Stock	F	207	$120.51	Disposed	18429	Direct

Footnotes

F1: Based on the Company's EBT performance in 2011, 150% of the original award of 2,600 performance-based restricted stock units granted 3/21/11 were earned, resulting in an additional 1,300 units, for a total of 3,900 units. The restrictions will lapse with respect to 1,287 units on 2/21/13 and with respect to 1,326 units on 2/21/14, subject to continued employment by the Reporting Person on the remaining vesting dates.

F2: Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

F3: The new grant is for 731 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 241 units on each of 2/21/13 and 2/21/14 and on 249 units on 2/23/15, subject to continued employment by the Reporting Person on the vesting dates.

F4: The new grant is for 2,924 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 2/21/13 and 2/21/14 and with respect to 34% of such shares on 2/23/15 contingent on meeting an EBT metric for 2012 and subject to continued employment by the Reporting Person on the vesting dates.

F5: The total number of securities beneficially owned includes: (a) 9,518 unrestricted shares; (b) 1,423 unvested units from an award of 4,180 performance-based restricted stock units granted 2/23/09; (c) 151 unvested units from an award of 444 time-based restricted stock units granted 2/22/10; (d) 633 unvested units from an award of 1,899 performance-based restricted stock units granted 2/22/10; (e) 436 unvested units from an award of 650 time-based restricted stock units granted 3/21/11; (f) 2,613 unvested units from an award of 3,900 performance-based restricted stock units granted 3/21/11; (g) the new grant for 731 time-based restricted stock units; and (h) the new grant for 2,924 performance-based restricted stock units.