SEC Form 3 · accession 0001140361-17-029419

Affinion Group Holdings, Inc. · AFGR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Christophe Browne

Director

Period of report

Jul 20, 2017

Accepted (ET)

Jul 31, 2017 · 4:32 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 share^F1	holding	—	—		—	1,751,734	I	By Metro SPV LLC

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	$0.01	holding	—	—	—	Nov 9, 2015	Nov 9, 2020	Common Stock	462,266	—	I
Class C Common Stock, $0.01 par value per share^F1,F2,F3	$67.14	holding	—	—	—	—	—	Common Stock	522	—	I
Class D Common Stock, $0.01 par value per share^F1,F2,F3	$88.07	holding	—	—	—	—	—	Common Stock	549	—	I
Warrant (right to buy)^F1,F4	$0.01	holding	—	—	—	May 10, 2017	Nov 10, 2022	Common Stock	849,193	—	I
Warrant (right to buy)^F1,F4	$0.01	holding	—	—	—	Jul 17, 2017	Nov 10, 2022	Common Stock	112,590	—	I

Explanation of responses

F1The securities reported herein are owned of record by Metro SPV LLC, and indirectly by (a) the ICG Strategic Secondaries II GP LP as the managing member of the Metro SPV LLC, (b) ICG Strategic Secondaries Associates II LLC as the general partner of the ICG Strategic Secondaries II GP LP, (c) ICG, Inc. as the sole managing member of ICG Strategic Secondaries Associates II LLC, (d) ICG FMC as ICG, Inc. is its wholly-owned subsidiary and (e) ICG plc as ICG FMC is its wholly-owned subsidiary. The Reporting Person is a Managing Director of ICG Strategic Secondaries Advisors LLC, and as such may be deemed to have beneficial ownership of the securities held directly by the Metro SPV LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
F2Metro SPV LLC is 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 this warrant, 57,839 shares are currently exercisable by Metro SPV LLC, and the Class C/D Common Stock representing the right to acquire up to 1,071 shares of Common Stock is not currently convertible.
F3The Class C/D Common Stock has no expiration date.
F4Metro SPV LLC is 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, none of the shares of Common Stock underlying this warrant are currently exercisable.