| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Affinion Group Holdings, Inc. [ AFGR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/17/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants | $0.01 | 07/17/2017 | A | 15,444 | (1) | (2) | Common Stock, par value $0.01 per share (the "Common Stock") | 15,444 | (3) | 551,844 | I | See footnote(4) | |||
| Warrants | $0.01 | 07/17/2017 | A | 55,445 | (1) | (2) | Common Stock | 55,445 | (5) | 611,002(6) | I | See footnote(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The Warrants are exercisable at any time on any business day after July 17, 2017 and on or before the expiration date. |
| 2. The expiration date is the earlier to occur of (i) November 10, 2022 and (ii) 5 Business Days following notice that a Sale (as defined in the Warrant Agreement dated as of May 10, 2017 by and between the Company and American Stock Transfer & Trust Company, LLC pursuant to which the Warrants were issued (the "Warrant Agreement")) of the Company had occurred, if the holder of the Warrant has not received prior notice pursuant to the terms of the Warrant Agreement. |
| 3. Issued in connection with the acquisition of $4,582,494 principal amount of the Issuer's Senior PIK Toggle Notes due 2022, which were purchased at $4,546,795.72 and which reflects premiums to the Reporting Persons in the aggregate amount of $35,698.28. |
| 4. The securities reported herein are owned of record by (i) Empyrean Capital Overseas Master Fund, Ltd. and (ii) P EMP Ltd. (collectively, the "Empyrean Clients"). Empyrean Capital Partners, LP (the "Investment Manager") serves as the investment adviser to the Empyrean Clients. 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 the Empyrean Clients. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
| 5. 55,445 Warrants were issued in exchange for the Reporting Persons' agreement to backstop the Issuer's exchange offers and related optional redemptions described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 31, 2017, May 12, 2017 and July 17, 2017. |
| 6. Reflects an automatic anti-dilution adjustment in accordance with the terms of the Warrant Agreement of 3,713 Warrants. |
| EMPYREAN CAPITAL PARTNERS, LP, By: /s/ C. Martin Meekins, as Chief Operating Officer | 07/19/2017 | |
| EMPYREAN CAPITAL PARTNERS, LP, as Investment Manager on behalf of EMPYREAN CAPITAL OVERSEAS MASTER FUND, LTD. and P EMP LTD., By: /s/ C. Martin Meekins, as Chief Operating Officer | 07/19/2017 | |
| AMOS MERON, By: /s/ Amos Meron | 07/19/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||