0001140361-17-046899.txt : 20171220
0001140361-17-046899.hdr.sgml : 20171220
20171220165413
ACCESSION NUMBER: 0001140361-17-046899
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171218
FILED AS OF DATE: 20171220
DATE AS OF CHANGE: 20171220
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Intermediate Capital Group plc
CENTRAL INDEX KEY: 0001705162
STATE OF INCORPORATION: X0
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55577
FILM NUMBER: 171267286
BUSINESS ADDRESS:
STREET 1: JUXON HOUSE
STREET 2: 100 ST. PAUL'S CHURCHYARD
CITY: LONDON
STATE: X0
ZIP: EC4M 8BU
BUSINESS PHONE: 0044 203 201 7700
MAIL ADDRESS:
STREET 1: JUXON HOUSE
STREET 2: 100 ST. PAUL'S CHURCHYARD
CITY: LONDON
STATE: X0
ZIP: EC4M 8BU
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ICG FMC Ltd
CENTRAL INDEX KEY: 0001705292
STATE OF INCORPORATION: X0
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55577
FILM NUMBER: 171267285
BUSINESS ADDRESS:
STREET 1: C/O INTERMEDIATE CAPITAL GROUP PLC
STREET 2: JUXON HOUSE 100 ST. PAUL'S CHURCHYARD
CITY: LONDON
STATE: X0
ZIP: EC4M 8BU
BUSINESS PHONE: 0044 203 201 7700
MAIL ADDRESS:
STREET 1: C/O INTERMEDIATE CAPITAL GROUP PLC
STREET 2: JUXON HOUSE 100 ST. PAUL'S CHURCHYARD
CITY: LONDON
STATE: X0
ZIP: EC4M 8BU
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Intermediate Capital Group, Inc.
CENTRAL INDEX KEY: 0001705157
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55577
FILM NUMBER: 171267287
BUSINESS ADDRESS:
STREET 1: 600 LEXINGTON AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-710-9650
MAIL ADDRESS:
STREET 1: 600 LEXINGTON AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ICG Strategic Secondaries II GP LP
CENTRAL INDEX KEY: 0001704900
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55577
FILM NUMBER: 171267288
BUSINESS ADDRESS:
STREET 1: C/O INTERMEDIATE CAPITAL GROUP, INC.
STREET 2: 600 LEXINGTON AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-710-9650
MAIL ADDRESS:
STREET 1: C/O INTERMEDIATE CAPITAL GROUP, INC.
STREET 2: 600 LEXINGTON AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ICG Strategic Equity Associates II LLC
CENTRAL INDEX KEY: 0001704887
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55577
FILM NUMBER: 171267284
BUSINESS ADDRESS:
STREET 1: C/O INTERMEDIATE CAPITAL GROUP, INC.
STREET 2: 600 LEXINGTON AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-710-9650
MAIL ADDRESS:
STREET 1: C/O INTERMEDIATE CAPITAL GROUP, INC.
STREET 2: 600 LEXINGTON AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER NAME:
FORMER CONFORMED NAME: ICG Strategic Secondaries Associates II LLC
DATE OF NAME CHANGE: 20170426
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Metro SPV LLC
CENTRAL INDEX KEY: 0001704963
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55577
FILM NUMBER: 171267289
BUSINESS ADDRESS:
STREET 1: C/O MAPLES FIDUCIARY SERVICES (DELAWARE)
STREET 2: INC., 4001 KENNETT PIKE, SUITE 302
CITY: WILMINGTON
STATE: DE
ZIP: 19807
BUSINESS PHONE: 302-338-9127
MAIL ADDRESS:
STREET 1: C/O MAPLES FIDUCIARY SERVICES (DELAWARE)
STREET 2: INC., 4001 KENNETT PIKE, SUITE 302
CITY: WILMINGTON
STATE: DE
ZIP: 19807
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
doc1.xml
FORM 4
X0306
4
2017-12-18
0
0001404624
Affinion Group Holdings, Inc.
AFGR
0001704963
Metro SPV LLC
C/O INTERMEDIATE CAPITAL GROUP, INC.
600 LEXINGTON AVENUE, 24TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001704900
ICG Strategic Secondaries II GP LP
C/O INTERMEDIATE CAPITAL GROUP, INC.
600 LEXINGTON AVENUE, 24TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001705157
Intermediate Capital Group, Inc.
C/O INTERMEDIATE CAPITAL GROUP, INC.
600 LEXINGTON AVENUE, 24TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001705162
Intermediate Capital Group plc
JUXON HOUSE, 100 ST. PAUL'S CHURCHYARD
LONDON
X0
EC4M 8BU
UNITED KINGDOM
1
0
1
0
0001705292
ICG FMC Ltd
C/O INTERMEDIATE CAPITAL GROUP PLC
JUXON HOUSE, 100 ST. PAUL'S CHURCHYARD
LONDON
X0
EC4M 8BU
UNITED KINGDOM
1
0
1
0
0001704887
ICG Strategic Equity Associates II LLC
C/O INTERMEDIATE CAPITAL GROUP, INC.
600 LEXINGTON AVENUE, 24TH FLOOR
NEW YORK
NY
10022
1
0
1
0
Restricted Stock Units
0
2017-12-18
4
A
0
9804
0
A
Common Stock
9804
9804
D
On December 18, 2017, the Compensation Committee of the Board of Directors of Affinion Group Holdings, Inc. (the "Issuer") granted to Metro SPV LLC (the "SPV"), as director by deputization in respect of Christophe Browne's service on the board of directors of the Issuer, 9,804 restricted stock units, each representing the right to receive one share of Common Stock upon satisfaction of vesting and settlement conditions (the "RSUs"). The RSUs vest, subject to Mr. Browne's continued service, as follows: (i) 11/12 of the RSUs will vest as of December 18, 2017 and (ii) an additional 1/12 of the RSUs will vest on December 31, 2017. The RSUs will settle on the earlier of a change of control (as defined in the restricted stock unit agreement) or the third anniversary after the date of grant.
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 Equity Associates II LLC ("Equity 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 receipt of the RSUs described herein. Equity Associates was formerly known as ICG Strategic Secondaries Associates II LLC.
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) Equity Associates as the general partner of the Secondaries Fund GP, (c) ICG, Inc. as the sole managing member of Equity Associates, (d) ICG FMC as ICG, Inc. is its wholly-owned subsidiary and (e) ICG plc as ICG FMC is its wholly-owned subsidiary.
Metro SPV LLC, By: ICG Strategic Secondaries II GP LP, its managing member, By: ICG Strategic Equity Associates II LLC, its general partner, By: /s/ Scott Huff, Name: Scott Huff, Title: Authorized Signatory
2017-12-20
ICG Strategic Secondaries II GP LP, By: ICG Strategic Equity Associates II LLC, its general partner, By: /s/ Scott Huff, Name: Scott Huff, Title: Authorized Signatory
2017-12-20
ICG Strategic Equity Associates II LLC, By /s/ Scott Huff, Name: Scott Huff, Title: Authorized Signatory
2017-12-20
Intermediate Capital Group, Inc., /s/ Peter Lin, Name: Peter Lin, Title: Chief Compliance Officer
2017-12-20
ICG FMC Limited, By: /s/ Chris Connelly, Name: Chris Connelly, Title: Senior Managing Director
2017-12-20
Intermediate Capital Group plc, By: /s/ Andrew Lewis, Bindesh Savjani, Name: Andrew Lewis, Bindesh Savjani, Title: General Counsel for ICG Group, Chief Risk Officer
2017-12-20