FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Pearson Bryan A 		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)      _____ Other (specify below)
EVP & President, LoyaltyOne
(Last)          (First)          (Middle)

7500 DALLAS PARKWAY, SUITE 700 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/22/2016
(Street)

PLANO, TX 75024
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/22/2016     M (1)    4628   A $63.35   22022   D  
 
Common Stock   11/22/2016     S (1)    4428   D $231.631   (2) 17594   D  
 
Common Stock   11/22/2016     S (1)    200   D $232.055   (3) 17394   (4) D  
 
Common Stock                  85942   I   By 2456779 Ontario Inc.   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)   $63.35   11/22/2016     M   (1)       4628      (6) 2/21/2017   Common Stock   4628     (6) 0   D  
 

Explanation of Responses:
( 1)  Cashless exercise of employee stock options due to expire on February 21, 2017, ten years after such options were granted.
( 2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.00 to $231.99, inclusive. The reporting person undertakes to provide to Alliance Data Systems Corporation, any security holder of Alliance Data Systems Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4.
( 3)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $232.04 to $232.07, inclusive.
( 4)  The total number of securities beneficially owned includes: (a) 519 unvested units from an award of 1,525 time-based restricted stock units granted 2/18/14; (b) 2,811 unvested units from an award of 8,267 performance-based restricted stock units granted 2/18/14; (c) 982 unvested units from an award of 1,465 time-based restricted stock units granted 2/17/15; (d) 3,929 unvested units from an award of 5,864 performance-based restricted stock units granted 2/17/15; (e) 1,830 unvested time-based restricted stock units granted 2/16/16; and (f) 7,323 unvested performance-based restricted stock units granted 2/16/16.
( 5)  The shares are held by 2456779 Ontario Inc., an Ontario, Canada corporation, of which the reporting person is the sole shareholder.
( 6)  This is an employee stock option grant that is fully vested.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Pearson Bryan A
7500 DALLAS PARKWAY, SUITE 700
PLANO, TX 75024

EVP & President, LoyaltyOne

Signatures
Cynthia L. Hageman, Attorney in Fact 11/23/2016
** 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 control number.
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