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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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*
Cameron Blair F

(Last) (First) (Middle)
7500 DALLAS PARKWAY, SUITE 700

(Street)
PLANO TX 75024

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Loyalty Ventures Inc. [ LYLT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
AIR MILES, President
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2022
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 02/15/2022 A(1) 24,007 A (1) 44,626 D
Common Stock 02/15/2022 A(2) 12,927 A (2) 57,553 D
Common Stock 02/16/2022 F(3) 2,010 D $24.68 55,543(4) 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
Explanation of Responses:
1. The new grant is for 24,007 shares of common stock represented by time-based restricted stock units. The time restrictions may lapse on 7,922 units on each of 2/15/23 and 2/15/24 and on 8,163 units on 2/15/25 subject to continued employment by the Reporting Person with the Issuer on the vesting date.
2. The new grant is for 12,927 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down from 0% to 150% at the time the performance restriction lapses, contingent on meeting a predetermined 2022 consolidated adjusted EBITDA performance measure. Further time restrictions may lapse with respect to 33% of such shares on each of 2/15/23 and 2/15/24 and with respect to 34% of such shares on 2/15/25 subject to continued employment by the Reporting Person with the Issuer on the vesting date.
3. Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
4. The total number of securities beneficially owned includes: (a) 2495 unrestricted shares; (b) 7,612 unvested units from an award of 7,612 time-based restricted stock units granted 12/7/21; (c) 8,502 unvested time-based restricted stock units from an award of 12,688 time-based restricted stock units granted 12/7/21; (d) the new grant for 24,007 time-based restricted stock units; and (e) the new grant for 12,927 performance-based restricted stock units.
Cynthia L. Hageman, Attorney in Fact 02/17/2022
** 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).
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