13G Filing: Empyrean Capital Partners and Affinion Group Holdings Inc.

Page 2 of 9 – SEC Filing

1

NAMES OF REPORTING PERSONS

Empyrean Capital Overseas Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,743,351 (including 55,856 shares of Common Stock
issuable upon conversion of 55,856 shares of Class C Common Stock, 58,796 shares of Common Stock issuable upon conversion of 58,796
shares of Class D Common Stock and 481,044 shares of Common Stock issuable upon the exercise of Warrants)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,743,351 (including 55,856 shares of Common Stock
issuable upon conversion of 55,856 shares of Class C Common Stock, 58,796 shares of Common Stock issuable upon conversion of 58,796
shares of Class D Common Stock and 481,044 shares of Common Stock issuable upon the exercise of Warrants)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,743,351 (including 55,856 shares of Common Stock
issuable upon conversion of 55,856 shares of Class C Common Stock, 58,796 shares of Common Stock issuable upon conversion of 58,796
shares of Class D Common Stock and 481,044 shares of Common Stock issuable upon the exercise of Warrants)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

18.0%

12

TYPE OF REPORTING PERSON

CO

Follow Affinion Group Holdings Inc.