SEC Form 3 · accession 0001140361-17-017408
Affinion Group Holdings, Inc. · AFGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ICG Strategic Secondaries II GP LP
10% Owner
Metro SPV LLC
10% Owner
Intermediate Capital Group, Inc.
10% Owner
Intermediate Capital Group plc
10% Owner
ICG FMC Ltd
10% Owner
Period of report
Apr 18, 2017
Accepted (ET)
Apr 28, 2017 · 5:02 pm EDT
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, $0.01 par value per shareF1,F2 | holding | — | — | — | 1,751,734 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F1,F2,F3 | $0.01 | holding | — | — | — | Nov 9, 2015 | Nov 9, 2020 | Common Stock | 462,266 | — | D |
| Class C Common Stock, $0.01 par value per shareF1,F2,F3,F4 | $67.14 | holding | — | — | — | — | — | Common Stock | 522 | — | D |
| Class D Common Stock, $0.01 par value per shareF1,F2,F3,F4 | $88.07 | holding | — | — | — | — | — | Common Stock | 549 | — | D |
Explanation of responses
- F1This Form 3 is being filed jointly pursuant to Rule 16a-1(a)(3) and Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to report the beneficial ownership that Metro SPV LLC (the "SPV"), ICG Strategic Secondaries II GP LP (the "Secondaries Fund GP"), ICG Secondaries Associates II LLC ("Secondaries Associates"), Intermediate Capital Group, Inc. ("ICG, Inc."), ICG FMC Limited ("ICG FMC") and Intermediate Capital Group plc ("ICG plc") (together, the "Reporting Persons") may be deemed to have acquired pursuant to the SPV's purchase of certain equity securities from a prior investor on April 18, 2017 (the "Purchase").
- F2Following the closing, the reported securities may be deemed to be owned directly by the SPV and indirectly by (a) the Secondaries Fund GP as the managing member of the SPV, (b) Secondaries Associates as the general partner of the Secondaries Fund GP, (c) ICG, Inc. as the sole managing member of Secondaries Associates, (d) ICG FMC as ICG, Inc. is its wholly-owned subsidiary and (e) ICG plc as ICG FMC is its wholly-owned subsidiary.
- F3The Reporting Persons are prevented, pursuant to the Issuer's Fourth Amended and Restated Certificate of Incorporation, from voting shares in excess of 19.9% of the issued outstanding Common Stock until required consent has been obtained from the U.K. Financial Conduct Authority. Such consent has not been obtained. Accordingly, of the 462,266 shares of Common Stock underlying the Limited Warrant, 57,839 shares are currently exercisable, and the Class C/D Common Stock representing the right to acquire up to 1,071 shares of Common Stock is not currently convertible.
- F4The Class C/D Common Stock has no expiration date.