| 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 | ||||||||
| Warrant (right to buy) | $0.01 | 07/17/2017 | P | 112,590(1) | 07/17/2017(1) | 11/10/2022 | Common Stock | 112,590(1) | (2) | 1,429,926(4) | D(3)(5) | ||||
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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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 Reporting Persons are 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, none of the 112,590 shares of Common Stock underlying the New Warrants are currently exercisable. |
| 2. New Warrants to acquire 112,590 shares of Common Stock were acquired by the Reporting Persons together with $7,472,301 aggregate principal amount of the Issuer's Senior Cash 12.5%/PIK Step-Up to 15.5% Notes due 2022 (the "Notes") pursuant to the Investor Purchase Agreement, dated March 31, 2017 (the "IPA"), by and among, the Issuer, Metro SPV LLC (the "SPV") and the other parties thereto, in respect of the SPV's pro rata portion of the total aggregate $17,500,000 commitment premium and for consideration of $7,042,327.28. Of the 112,590 New Warrants, 24,543 New Warrants were issued as units under the IPA, where each unit consisted of (1) $1,000 principal amount of Notes and (2) 3.37 New Warrants. 77,366 New Warrants were issued in respect of the SPV's pro rata portion of the total aggregate $17,500,000 commitment premium under the IPA. 10,681 New Warrants were issued in respect of anti-dilution provisions pursuant to the IPA. No price was ascribed to the New Warrants. |
| 3. This Form 4 is being filed jointly pursuant to Rule 16a-1(a)(3) and Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to report the beneficial ownership that the SPV, ICG Strategic Secondaries II GP LP (the "Secondaries Fund GP"), ICG Strategic Secondaries Associates II LLC ("Secondaries Associates"), Intermediate Capital Group, Inc. ("ICG, Inc."), ICG FMC Limited ("ICG FMC") and Intermediate Capital Group plc ("ICG plc") (together, the "Reporting Persons") may be deemed to have acquired pursuant to the SPV's purchase of a warrants to acquire up to 112,590 shares of Common Stock of the Issuer on July 17, 2017. |
| 4. Reflects an automatic anti-dilution adjustment in accordance with the terms of the warrant agreement of 5,877 Warrants. |
| 5. Following the closing, the reported securities may be deemed to be owned directly by the SPV and indirectly by (a) the Secondaries Fund GP as the managing member of the SPV, (b) Secondaries Associates as the general partner of the Secondaries Fund GP, (c) ICG, Inc. as the sole managing member of Secondaries Associates, (d) ICG FMC as ICG, Inc. is its wholly-owned subsidiary and (e) ICG plc as ICG FMC is its wholly-owned subsidiary. |
| ICG Strategic Secondaries II GP LP, By: ICG Strategic Secondaries Associates II LLC, its general partner, By: /s/ Scott Huff, Name: Scott Huff, Title: Authorized Signatory | 07/31/2017 | |
| Metro SPV LLC, By: ICG Strategic Secondaries II GP LP, its managing member, By: ICG Strategic Secondaries Associates II LLC, its general partner, By /s/ Scott Huff, Name: Scott Huff, Title: Authorized Signtory | 07/31/2017 | |
| Intermediate Capital Group, Inc., By: /s/ Salvatore Gentile, Name: Salvatore Gentile, Title: Director | 07/31/2017 | |
| ICG Strategic Secondaries Associates II LLC, By /s/ Scott Huff, Name: Scott Huff, Title: Authorized Signatory | 07/31/2017 | |
| Intermediate Capital Group plc, By: /s/ Andrew Lewis, Bindesh Savjani, Name: Andrew Lewis, Bindesh Savjani, Title: General Counsel for ICG Group, Chief Risk Officer | 07/31/2017 | |
| ICG FMC Limited, By: /s/ Andrew Lewis, Name: Andrew Lewis, Title: General Counsel for ICG Group | 07/31/2017 | |
| ** 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. | ||