SEC Form 4 · accession 0001140361-17-046868
Affinion Group Holdings, Inc. · AFGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gilbert Samuel Palter
Director
Period of report
Dec 20, 2017
Accepted (ET)
Dec 20, 2017 · 2:49 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, $0.01 par value per shareF1,F2 | Dec 20, 2017 | P$0 | 26,276 | — | A | 26,276 | 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,F3 | $0.01 | Dec 20, 2017 | P | 6,934 | A | — | Nov 9, 2020 | Common Stock | 6,934 | 6,934 | I |
| Class C Common Stock, $0.01 par value per shareF1,F2,F3,F4 | $67.14 | Dec 20, 2017 | P | 8 | A | — | — | Common Stock | 8 | 8 | I |
| Class D Common Stock, $0.01 par value per shareF1,F2,F3,F4 | $88.07 | Dec 20, 2017 | P | 8 | A | — | — | Common Stock | 8 | 8 | I |
| Warrant (right to buy)F1,F2,F3 | $0.01 | Dec 20, 2017 | P | 14,515 | A | — | Nov 10, 2022 | Common Stock | 14,515 | 14,515 | I |
| Restricted Stock UnitF5,F6,F1 | $0.00 | Dec 20, 2017 | A | 147 | A | — | — | Common Stock | 147 | 9,951 | I |
Explanation of responses
- F1The reporting person acquired a minority, non-managing membership interest in Metro SPV LLC as consideration for consulting services provided to Metro SPV LLC.
- F2The reported securities are owned directly by Metro SPV LLC, in which the reporting person holds a minority, non-managing membership interest.
- F3Metro 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 1,429,926 shares of Common Stock underlying the warrants described in this report, 57,839 shares are currently exercisable by Metro SPV LLC (with a proportionate number attributable to the Reporting Person's minority, non-managing membership interest), 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.
- F5On December 18, 2017, the Compensation Committee of the Board of Directors of Affinion Group Holdings, Inc. (the "Issuer") granted to Metro SPV, LLC, as director by deputization, 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 Christophe Browne's continued board 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.
- F6The 147 RSUs reported on this report are owned directly by Metro SPV LLC, in which the reporting person holds a minority, non-managing membership interest. The reporting person also directly owns 9,804 RSUs.