SEC Form 4 · accession 0000902664-17-002981
Affinion Group Holdings, Inc. · AFGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 17, 2017
Accepted (ET)
Jul 19, 2017 · 4:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001404624
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF3,F4,F1,F2 | $0.01 | Jul 17, 2017 | A | 15,444 | A | — | — | Common Stock, par value $0.01 per share (the "Common Stock") | 15,444 | 551,844 | I |
| WarrantsF5,F6,F4,F1,F2 | $0.01 | Jul 17, 2017 | A | 55,445 | A | — | — | Common Stock | 55,445 | 611,002 | I |
Explanation of responses
- F1The Warrants are exercisable at any time on any business day after July 17, 2017 and on or before the expiration date.
- F2The expiration date is the earlier to occur of (i) November 10, 2022 and (ii) 5 Business Days following notice that a Sale (as defined in the Warrant Agreement dated as of May 10, 2017 by and between the Company and American Stock Transfer & Trust Company, LLC pursuant to which the Warrants were issued (the "Warrant Agreement")) of the Company had occurred, if the holder of the Warrant has not received prior notice pursuant to the terms of the Warrant Agreement.
- F3Issued in connection with the acquisition of $4,582,494 principal amount of the Issuer's Senior PIK Toggle Notes due 2022, which were purchased at $4,546,795.72 and which reflects premiums to the Reporting Persons in the aggregate amount of $35,698.28.
- F4The securities reported herein are owned of record by (i) Empyrean Capital Overseas Master Fund, Ltd. and (ii) P EMP Ltd. (collectively, the "Empyrean Clients"). Empyrean Capital Partners, LP (the "Investment Manager") serves as the investment adviser to the Empyrean Clients. Empyrean Capital, LLC serves as the general partner of the Investment Manager. Amos Meron is the managing member of Empyrean Capital, LLC, and as such may be deemed to have beneficial ownership of the securities held directly by the Empyrean Clients. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- F555,445 Warrants were issued in exchange for the Reporting Persons' agreement to backstop the Issuer's exchange offers and related optional redemptions described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 31, 2017, May 12, 2017 and July 17, 2017.
- F6Reflects an automatic anti-dilution adjustment in accordance with the terms of the Warrant Agreement of 3,713 Warrants.