13D Filing: Elliott Associates, L.P. and Affinion Group Holdings Inc. (AFGR)

(1)  Represents 289,000 shares of Common Stock owned by Elliott International, L.P. and 1,449,649 shares of Common Stock issuable upon exercise of Warrants owned by Elliott International, L.P.  The Reporting Persons (as defined below) are prevented from owning more than 17.2% of the shares of the issuer on a fully diluted basis without obtaining the consent of the North Dakota Insurance Commissioner.

(2) For purposes of calculating beneficial ownership of the Reporting Persons, the total number of shares of Common Stock outstanding is based on (1) 9,093,330 shares of Common Stock outstanding as of July 26, 2017 as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on July 27, 2017 and (2) 2,131,836 shares of Common Stock issuable upon exercise of the Warrants.