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SEC FORM 4 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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OMB Number: 3235-0287
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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*
BELTZ MICHAEL A
(Last) (First) (Middle)
17655 WATERVIEW PARKWAY
(Street)
DALLAS TX 75252-8012
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALLIANCE DATA SYSTEMS CORP [ ADS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) X Other (specify below)
Executive Vice President / President Utility Services
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2004
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 02/27/2004 S 7,604(1) D $29.91 68,841 D
Common Stock 02/27/2004 M 3,055 A $9 71,896 D
Common Stock 02/27/2004 M 9,722 A $9 81,618 D
Common Stock 02/27/2004 M 1,262 A $9.9 82,880 D
Common Stock 02/27/2004 M 5,554 A $9.9 88,434 D
Common Stock 02/27/2004 M 3,001 A $15 91,435(2) 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
Employee Stock Option (Right to Buy) $9 02/27/2004 M 3,055 (3) 05/05/2007 Common Stock 3,055 $9 275,077 D
Employee Stock Option (Right to Buy) $9 02/27/2004 M 9,722 (3) 07/24/2008 Common Stock 9,722 $9 265,355 D
Employee Stock Option (Right to Buy) $9.9 02/27/2004 M 1,262 (3) 12/01/2008 Common Stock 1,262 $9.9 264,093 D
Employee Stock Option (Right to Buy) $9.9 02/27/2004 M 5,554 (3) 05/07/2009 Common Stock 5,554 $9.9 258,539 D
Employee Stock Option (Right to Buy) $15 02/27/2004 M 3,001 (3) 09/01/2010 Common Stock 3,001 $15 255,538(4) D
Explanation of Responses:
1. 7,604 shares have been delivered to the Company in payment of the exercise price of 22,594 employee stock options.
2. The total number of securities beneficially owned includes: (a) 1,875 shares acquired through the Company employee stock purchase program; (b) 56,379 shares acquired by the exercising of vested employee stock options; (c) 1,000 shares purchased on the open market; (d) 21,000 out of an original 35,000 shares of restricted stock granted 9/1/00, of which 7,000 shares are vested; (e) 6,277 shares of performance-based restricted stock granted 6/24/03, all of which are vested; and (f) 4,904 shares of performance-based restricted stock granted 2/2/04, of which 0 shares are vested.
3. This is an employee stock option grant that is fully vested.
4. The total number of derivative securities beneficially owned includes: (a) an employee stock option for 29,166 shares granted 7/24/98, which is fully vested; (b) an employee stock option for 26,515 shares granted 12/1/98, which is fully vested; (c) an employee stock option for 16,668 shares granted 5/7/99, which is fully vested; (d) an employee stock option for 76,999 shares granted 9/1/00, which is fully vested; (e) an employee stock option for 38,048 shares granted 6/7/01, which is fully vested, (f) an employee stock option for 35,723 shares granted 6/24/03, of which 11,789 shares will vest on each of 6/23/04 and 6/23/05 and 12,145 shares will vest on 6/23/06; and (g) an employee stock option for 32,419 shares, of which 10,698 shares will vest on each of 2/2/05 and 2/2/06 and 11,023 shares will vest on 2/2/07.
Remarks:
Leigh Ann K. Epperson, Attorney in Fact 03/01/2004
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.