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

(1)

Represents 136,000 shares of Common Stock owned by Elliott Associates, L.P. and 168,787 shares of Common Stock currently issuable upon exercise of the Warrants owned by Elliott Associates, L.P.  The Reporting Persons (as defined below) are prevented from exercising the Warrants to the extent that after giving effect to such exercise, the Reporting Persons would beneficially own in excess of 9.9% of the shares of Common Stock outstanding immediately after giving effect to such exercise to the extent doing so would require the consent of, or notice to, a governmental authority, and such consent or notice has not yet been properly filed, including the ND Insurance Commissioner.  Because such consents have not yet been obtained, 457,243 shares of Common Stock issuable upon the exercise or conversion of the Warrants are not included in the total shown above.

(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 May 11, 2017 as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2017 and (2) 527,458 shares of Common Stock currently issuable upon exercise of the Warrants (see Note 1).