0000899243-19-010567.txt : 20190412
0000899243-19-010567.hdr.sgml : 20190412
20190412144350
ACCESSION NUMBER: 0000899243-19-010567
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190410
FILED AS OF DATE: 20190412
DATE AS OF CHANGE: 20190412
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Iaccarino Michael L
CENTRAL INDEX KEY: 0001376989
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55577
FILM NUMBER: 19746105
MAIL ADDRESS:
STREET 1: 17655 WATERVIEW PARKWAY
CITY: DALLAS
STATE: TX
ZIP: 75252
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Affinion Group Holdings, Inc.
CENTRAL INDEX KEY: 0001404624
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 161732155
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 6 HIGH RIDGE PARK
CITY: STAMFORD
STATE: CT
ZIP: 06905
BUSINESS PHONE: (203) 956-1000
MAIL ADDRESS:
STREET 1: 6 HIGH RIDGE PARK
CITY: STAMFORD
STATE: CT
ZIP: 06905
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-04-10
0
0001404624
Affinion Group Holdings, Inc.
AFGR
0001376989
Iaccarino Michael L
C/O AFFINION GROUP HOLDINGS, INC.
6 HIGH RIDGE PARK
STAMFORD
CT
06905
1
0
0
0
Common Stock
2019-04-10
4
D
0
9804
D
0
D
Right to Receive Warrants
2019-04-10
4
A
0
880
A
Warrants to Purchase Common Stock
880
880
D
On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").
As a result of the Merger, each holder of the previously granted restricted stock units ("RSUs") that have not yet settled into shares of the Issuer's common stock, par value $0.01 per share ("Existing Common Stock") converted into the right to receive 0.089809 warrants ("New Investor Warrants") to purchase the Issuer's new common stock, par value $0.000001 ("New Common Stock") per RSU upon settlement of the RSUs, which will take place on the earlier of a (i) Change of Control (as defined in the Restricted Stock Unit Agreement for Directors) or (ii) the third anniversary of the date of grant of the RSUs, which was October 24, 2017.
(Continued from Footnote 2) Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.
/s/ Michael L. Iaccarino
2019-04-12