SEC Form 4 · accession 0001140361-17-046857
Affinion Group Holdings, Inc. · AFGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christophe Browne
Director
Period of report
Dec 18, 2017
Accepted (ET)
Dec 20, 2017 · 2:09 pm EST
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | $0.00 | Dec 18, 2017 | A | 9,804 | A | — | — | Common Stock | 9,804 | 9,804 | I |
Explanation of responses
- F1On December 18, 2017, the Compensation Committee of the Board of Directors of Affinion Group Holdings, Inc. (the "Issuer") granted to Metro SPV LLC (the "SPV"), as director by deputization in respect of Mr. Browne's service on the board of directors of the Issuer, 9,804 restricted stock units, each representing the right to receive one share of Common Stock upon satisfaction of vesting and settlement conditions (the "RSUs"). The RSUs vest, subject to Mr. Browne's continued service, as follows; (i) 11/12 of the RSUs will vest as of December 18, 2017 and (ii) an additional 1/12 of the RSUs will vest on December 31, 2017. The RSUs will settle on the earlier of a change of control (as defined in the restricted stock unit agreement) or the third anniversary after the date of grant.
- F2The 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 Equity 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 Equity 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 Equity 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.