SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Santillan Laura

(Last) (First) (Middle)
17655 WATERVIEW PARKWAY

(Street)
DALLAS TX 75252

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/25/2010
3. Issuer Name and Ticker or Trading Symbol
ALLIANCE DATA SYSTEMS CORP [ ADS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Chief Acctg. Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 15,848(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The total number of securities beneficially owned includes: (a) 5,430 unrestricted shares; (b) 400 shares held in an IRA account; (c) 1,530 unvested shares from an original award of 4,500 time-based restricted stock units granted 4/28/08 which are scheduled to vest on 2/21/11; (d) 2,948 unvested shares from an award of 4,400 performance-based restricted stock units granted 2/23/09, of which 1,452 units will vest on 2/23/11 and 1,496 units will vest on 2/23/12; (e) 4,432 unvested performance-based restricted stock units granted 2/22/10, 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 2/22/11 and 2/22/12 and with respect to 34% of such shares on 2/22/13 contingent on meeting a cash earnings per share growth hurdle for 2010 and subject to continued employment by the Reporting Person on the vesting dates; (continued below)
Remarks:
(1) continued from above: and (f) 1,108 unvested time-based restricted stock units granted 2/22/10, of which 365 units will vest on 2/22/11, 366 units will vest on 2/22/12 and 377 units will vest on 2/22/13.
Leigh Ann K. Epperson, Attorney in Fact 03/08/2010
** 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 5 (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.
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APPOINTMENT
OF
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and
appoints Alan M. Utay, Leigh Ann K. Epperson and Cynthia L. Hageman as
the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Alliance Data Systems
Corporation (the "Company"), any filing in connection with the
undersigned's holdings of or transactions in securities issued by
the Company, including but not limited to, Forms 3, 4 or 5  in
accordance with Section 16(a) of the Securities Exchange Act of 1934,
as amended, and the rules thereunder, or Form 144 in accordance with
Rule 144 of the Securities Act of 1933, as amended, and the rules
thereunder, or Form ID, including amendments thereto, and any other
documents necessary or appropriate to obtain codes and passwords
enabling the undersigned to make electronic filings with the
Securities and Exchange Commission of reports required by Section
16(a) of the Securities Exchange Act of 1934 or any rule or
regulation of the Securities and Exchange Commission;

(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute
any such Form, including but not limited to, Forms 3, 4, 5 or 144, or
Form ID, and timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this power of attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes
as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
the Securities Exchange Act of 1934, as amended, or the Securities Act of
1933, as amended.

This power of attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5, or 144, or any
other form with respect to the undersigned's holdings of and transactions
in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this power of attorney to
be executed as of this 25th day of February, 2010.


/s/ Laura Santillan
Printed Name:   Laura Santillan