SEC Form 4 · accession 0000902664-19-001367
Affinion Group Holdings, Inc. · AFGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Empyrean Capital Partners, LP
10% Owner
Amos Meron
10% Owner
Empyrean Investments, LLC
10% Owner
Period of report
Feb 28, 2019
Accepted (ET)
Mar 4, 2019 · 8:17 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001404624
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per share ("Common Stock")F1 | Feb 28, 2019 | X | 611,002 | $0.01 | A | 1,877,387 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F2,F3 | $0.01 | Feb 28, 2019 | X | 611,002 | D | — | — | Common Stock | 611,002 | 0 | I |
Explanation of responses
- F1The securities reported herein are owned of record by Empyrean Investments, LLC. Empyrean Capital Partners, LP (the "Investment Manager") serves as the sole member of Empyrean Investments, LLC. 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 Empyrean Investments, LLC. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- F2The Warrants are exercisable at any time on any business day after their issuance date and on or before the expiration date.
- F3The expiration date of the Warrants is set forth in the Warrant Agreement pursuant to which the Warrants were issued, as in effect at the time of exercise.