SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ARES MANAGEMENT LLC

(Last)

(First)

(Middle)

2000 AVENUE OF THE STARS

12TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/29/2016

3. Issuer Name and Ticker or Trading Symbol
Affinion Group Holdings, Inc. [ NONE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	944,609⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class C Common Stock	⁽⁷⁾	⁽⁷⁾	Common Stock, par value $0.01 per share	11,688⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁸⁾	$67.14	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁸⁾
Class D Common Stock	⁽⁷⁾	⁽⁷⁾	Common Stock, par value $0.01 per share	12,303⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁹⁾	$88.07	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁹⁾

1. Name and Address of Reporting Person^*

ARES MANAGEMENT LLC

(Last)

(First)

(Middle)

2000 AVENUE OF THE STARS

12TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ares Management Holdings L.P.

(Last)

(First)

(Middle)

2000 AVENUE OF THE STARS

12TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ares Holdco LLC

(Last)

(First)

(Middle)

2000 AVENUE OF THE STARS

12TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ares Holdings Inc.

(Last)

(First)

(Middle)

2000 AVENUE OF THE STARS

12TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ARES MANAGEMENT LP

(Last)

(First)

(Middle)

2000 AVENUE OF THE STARS

12TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ares Management GP LLC

(Last)

(First)

(Middle)

2000 AVENUE OF THE STARS

12TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ares Partners Holdco LLC

(Last)

(First)

(Middle)

2000 AVENUE OF THE STARS

12TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The amount reported reflects an aggregate of 944,609 shares of Common Stock owned of record in the following amounts: 83,647 shares owned of record by Ares Strategic Investment Partners Ltd ("ASIP I"), 412,108 shares owned of record by Ares Special Situations Fund III, L.P. ("ASSF III"), 110,400 shares owned of record by Ares Dynamic Credit Allocation Fund, Inc. ("ARDC") (NYSE: ARDC), 38,054 shares owned of record by ASIP (Holdco) IV S.a.r.l. ("ASIP IV"), 186,605 shares owned of record by Future Fund Board of Guardians ("AFF"), 69,046 shares owned of record by Transatlantic Reinsurance Company ("TRC"), 34,415 shares owned of record by RSUI Indemnity Company ("RSUI"), and 10,334 shares owned of record by Anthem Inc. ("Anthem"). (Continued in footnote 2)

2. ASIP I is wholly owned by Ares Strategic Investment Partners, L.P. ("ASIP Master"). Ares Strategic Investment GP, LLC serves as the general partner of ASIP Master and is owned by Ares Offshore Holdings L.P. ("Ares Offshore"). The general partner of Ares Offshore is AOF Holdco LLC ("AOF Holdco"), and the sole member of AOF Holdco is Ares Offshore Holdings, Ltd ("Ares Offshore Holdings"). The sole stockholder of Ares Offshore Holdings is Ares Management L.P. The general partner of ASSF III is ASSF Management III, L.P. ("ASSF Management III") and the general partner of ASSF Management III is ASSF Management III GP, LLC ("ASSF Management III GP"). ASSF Management III GP LLC is wholly owned by Ares Investments Holdings LLC ("Ares Investments"). Ares Investments is wholly owned by Ares Investments L.P. The general partner of Ares Investments L.P. is AI Holdco LLC, who is wholly owned by Ares Management, L.P. (Continued in footnote 3)

3. Ares Capital Management II LLC serves as the investment adviser of ARDC and is wholly owned by Ares Management LLC. Ares Strategic Investment Partners IV is the sole shareholder of ASIP IV. Ares Strategic Investment Partners IV's issued shares are listed on the Luxembourg Stock Exchange, but wholly owned by a Swedish pension fund. ASIP Operating Manager IV LLC serves as the investment adviser of each of ASIP IV and Ares Strategic Investment Partners IV and is wholly owned by Ares Management LLC. Ares Enhanced Loan Investment Strategy Advisor IV, L.P. ("Ares Enhanced Loan Investment Strategy Advisor IV") serves as the investment adviser of AFF. (Continued in footnote 4)

4. Ares Enhanced Loan Investment Strategy Advisor IV GP, LLC serves as the general partner of Ares Enhanced Loan Investment Strategy Advisor IV and is wholly owned by Ares Management LLC. Ares ASIP VII Management L.P. ("Ares ASIP VII Management") serves as the investment adviser of both RSIU and TRC. Ares ASIP VII GP, LLC serves as the general partner of Ares ASIP VII Management, and is wholly owned by Ares Management LLC. Ares WLP Management L.P. serves as the investment adviser of Anthem. Ares WLP Management GP LLC serves as the general partner of Ares WLP Management L.P. and is wholly owned by Ares Management LLC. (Continued in footnote 5)

5. The sole member of Ares Management LLC is Ares Management Holdings L.P. ("Ares Management Holdings") and the general partner of Ares Management Holdings is Ares Holdco LLC ("Ares Holdco"), whose sole stockholder is Ares Management, L.P. The general partner of Ares Management, L.P. is Ares Management GP LLC ("Ares Management GP") and the sole member of Ares Management GP is Ares Partners Holdco LLC ("Ares Partners," and together with Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Holdings, Ares Management, L.P., and Ares Management GP, the "Ares Entities"). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, David Kaplan, John Kissick, Antony Ressler and Bennett Rosenthal. Decisions by Ares Partners' board of managers generally are made by a majority of the members, which majority, subject to certain conditions, must include Antony Ressler. (Continued in footnote 6)

6. Each of the Ares Entities and the members of Ares Partners' board of managers and the other directors, officers, partners, stockholders, members and managers of the Ares Entities expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this Form 3 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.

7. The Class C and Class D Common Stock is convertible into shares of Common Stock at any time and has no expiration date.

8. The amount reported reflects shares of Class C Common Stock convertible into an aggregate of 11,688 shares of Common Stock, owned of record in the following amounts: 641 shares by ASIP I, 1,739 shares by AFF, and 9,308 shares by ASSF III.

9. The amount reported reflects shares of Class D Common Stock convertible into an aggregate of 12,304 shares of Common Stock, owned of record in the following amounts: 675 shares by ASIP I, 1,831 shares by AFF, and 9,797 shares by ASSF III.

Remarks:

Ares Management LLC, on behalf of certain affiliated funds and managed accounts (collectively, the "Ares Funds"), has the right to nominate one director for election to the board of directors of the Issuer pursuant to a nominating agreement dated November 9, 2015, so long as Ares Management LLC and the Ares Funds hold in excess of 8% of the Issuer's outstanding Common Stock. Ares Management LLC, on behalf of the Ares Funds, has nominated Rick P. Frier to the Issuer's board of directors. Accordingly, Ares Management LLC and the Ares Funds may be deemed to be a director by deputization.

	/s/ Michael D. Weiner, by Authorized Signatory of ARES MANAGEMENT LLC	03/29/2016
	/s/ Michael D. Weiner, by Authorized Signatory of ARES HOLDCO, LLC, general partner for ARES MANAGEMENT HOLDINGS L.P.	03/29/2016
	/s/ Michael D. Weiner, by Authorized Signatory of ARES HOLDCO, LLC	03/29/2016
	/s/ Michael D. Weiner, by Authorized Signatory of ARES HOLDINGS INC.	03/29/2016
	/s/ Michael D. Weiner, by Authorized Signatory of ARES MANAGEMENT GP LLC, general partner for ARES MANAGEMENT, L.P.	03/29/2016
	/s/ Michael D. Weiner, by Authorized Signatory of ARES MANAGEMENT GP LLC	03/29/2016
	/s/ Michael D. Weiner, by Authorized Signatory of ARES PARTNERS HOLDCO LLC	03/29/2016
	** 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 5 (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).
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