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* Empyrean Capital Partners, LP (Last) (First) (Middle) 10250 CONSTELLATION BOULEVARD SUITE 2950 (Street) LOS ANGELES CA 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) 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, $0.01 par value ("Common Stock")	1,266,385	I	See footnote(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class C Common Stock, par value $0.01 per share	(2)	(2)	Common Stock	62,083	$67.14	I	See footnote(1)
Class D Common Stock, par value $0.01 per share	(2)	(2)	Common Stock	65,350	$88.07	I	See footnote(1)

1. Name and Address of Reporting Person* Empyrean Capital Partners, LP (Last) (First) (Middle) 10250 CONSTELLATION BOULEVARD SUITE 2950 (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Empyrean Capital Fund, LP (Last) (First) (Middle) C/O EMPYREAN ASSOCIATES, LLC 10250 CONSTELLATION BLVD., SUITE 2950 (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Empyrean Capital Overseas Master Fund, Ltd. (Last) (First) (Middle) 10250 CONSTELLATION BLVD. SUITE 2950 (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* P EMP Ltd. (Last) (First) (Middle) 10250 CONSTELLATION BLVD. SUITE 2950 (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Empyrean Associates, LLC (Last) (First) (Middle) 10250 CONSTELLATION BLVD. SUITE 2950 (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Meron Amos (Last) (First) (Middle) 10250 CONSTELLATION BLVD. SUITE 2950 (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Price Michael Alan (Last) (First) (Middle) 10250 CONSTELLATION BLVD. SUITE 2950 (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities reported herein are owned of record by (i) Empyrean Capital Fund, LP ("ECF"), (ii) Empyrean Capital Overseas Master Fund, Ltd. and (iii) P EMP Ltd. (collectively, the "Empyrean Clients"). Empyrean Capital Partners, LP (the "Investment Manager") serves as the investment adviser to the Empyrean Clients. Empyrean Associates, LLC is the general partner of ECF, and Empyrean Capital, LLC is the general partner of the Investment Manager. Amos Meron and Michael Price are managing members of Empyrean Associates, LLC and 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 other than the Investment Manager disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. Each share of Class C Common Stock and each share of Class D Common Stock is convertible into one share of Common Stock at the option of the holder thereof upon delivery of an exercise notice and the payment of the applicable exercise price.

	EMPYREAN CAPITAL PARTNERS, LP, By: Empyrean Capital, LLC, its General Partner, By: /s/ C. Martin Meekins, as Authorized Signatory	03/29/2016
	EMPYREAN CAPITAL PARTNERS, LP, as Investment Manager on behalf of EMPYREAN CAPITAL FUND, LP, EMPYREAN CAPITAL OVERSEAS MASTER FUND, LTD. and P EMP LTD., By: Empyrean Capital, LLC, its General Partner, By: /s/ C. Martin Meekins, as Authorized Signatory	03/29/2016
	EMPYREAN ASSOCIATES, LLC, By: /s/ C. Martin Meekins, as Authorized Signatory	03/29/2016
	AMOS MERON, By: /s/ Amos Meron	03/29/2016
	MICHAEL PRICE, By: /s/ Michael Price	03/29/2016
	** Signature of Reporting Person	Date
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