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

Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market, pursuant to the Registration Rights Agreement referenced in Item 6, the exercise of warrants referenced in Item 6 or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Common Stock without affecting their beneficial ownership of shares of Common Stock.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein

ITEM 5.

Interest in Securities of the Issuer.

The aggregate percentage of Common Stock reported owned by each person named herein is based upon 9,620,788 shares of Common Stock outstanding, based on the 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 527,458 shares of Common Stock currently issuable upon exercise of the Warrants (as defined below in Item 6).

As of the date hereof, Elliott beneficially owned 304,787 shares of Common Stock, including 168,787 shares of Common Stock currently issuable upon exercise of the Warrants, constituting 3.2% of the shares of Common Stock outstanding.

As of the date hereof, Elliott International beneficially owned 647,671 shares of Common Stock, including 358,671 shares of Common Stock currently issuable upon exercise of the Warrants, constituting approximately 6.7% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International may be deemed to beneficially own the 647,671 shares of Common Stock beneficially owned by Elliott International, constituting approximately 6.7% of the shares of Common Stock outstanding.

Collectively, Elliott, Elliott International and EICA beneficially own 952,458 shares of Common Stock, including 527,458 shares of Common Stock currently issuable upon exercise of the Warrants, constituting approximately 9.9% of the shares of Common Stock outstanding.

Elliott International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by Elliott International. Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.

No person other than Elliott International and EICA has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott International and EICA.