You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Empyrean Capital Overseas Master Fund, Ltd | 0 | 1,743,351 | 0 | 1,743,351 | 1,743,351 | 18.0% |
| P EMP Ltd | 0 | 186,867 | 0 | 186,867 | 186,867 | 2.0% |
| Empyrean Capital Partners | 0 | 1,930,218 | 0 | 1,930,218 | 1,930,218 | 19.8% |
| Amos Meron | 0 | 1,930,218 | 0 | 1,930,218 | 1,930,218 | 19.8% |
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Page 1 of 9 – SEC Filing
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 1)* | |
| Affinion | |
| (Name of Issuer) | |
| Common Stock, | |
| (Title of Class of Securities) | |
| 008294209 | |
| (CUSIP Number) | |
| May 10, 2017 | |
| (Date of Event Which Requires Filing of This Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ¨ | Rule 13d-1(b) |
| ý | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 9 Pages) | |
______________________________
*The remainder of
this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information
required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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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 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 1,743,351 (including 55,856 shares of Common Stock | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,743,351 (including 55,856 shares of Common Stock | |||
| 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 | |||
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Page 3 of 9 – SEC Filing
| 1 | NAMES OF REPORTING PERSONS P EMP 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 British Virgin Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 186,867 (including 6,227 shares of Common Stock issuable | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 186,867 (including 6,227 shares of Common Stock issuable | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 186,867 (including 6,227 shares of Common Stock issuable | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.0% | |||
| 12 | TYPE OF REPORTING PERSON CO | |||
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Page 4 of 9 – SEC Filing
| 1 | NAMES OF REPORTING PERSONS Empyrean Capital Partners, LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ý | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 1,930,218 (including 62,083 shares of Common Stock | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 1,930,218 (including 62,083 shares of Common Stock | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,930,218 (including 62,083 shares of Common Stock | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.8% | |||
| 12 | TYPE OF REPORTING PERSON PN | |||
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Page 5 of 9 – SEC Filing
| 1 | NAMES OF REPORTING PERSONS Amos Meron | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ý | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 1,930,218 (including 62,083 shares of Common Stock | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 1,930,218 (including 62,083 shares of Common Stock | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,930,218 (including 62,083 shares of Common Stock | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 19.8% | |||
| 12 | TYPE OF REPORTING PERSON IN | |||
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Page 6 of 9 – SEC Filing
| Item 1(a). | NAME OF ISSUER. |
| The name of the issuer is Affinion Group Holdings, Inc. (the “Company“). |
| Item 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
| The Company’s principal executive offices are located at 6 High Ridge Park, Stamford, CT 06905. |
| Item 2(a). | NAME OF PERSON FILING: | |
| This statement is filed by: | ||
| (i) | Empyrean Capital Overseas Master Fund, Ltd. (“ECOMF“), a Cayman Islands exempted company, with respect to the Common Stock (as defined in Item 2(d)) directly held by it; | |
| (ii) | P EMP Ltd. (“P EMP” and collectively with ECOMF, the “Empyrean Clients“), a British Virgin Islands business company, with respect to the Common Stock directly held by it; | |
| (iii) | Empyrean Capital Partners, LP (“ECP“), a Delaware limited partnership, which serves as investment manager to the Empyrean Clients with respect to the Common Stock directly held by the Empyrean Clients; | |
| (iv) | Mr. Amos Meron, who serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the Common Stock directly held by the Empyrean Clients. | |
| The foregoing persons are hereinafter sometimes collectively referred The foregoing should not be construed in and of itself as an admission | ||
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
| The address of the business office of each of the Reporting Persons is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067. |
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Page 7 of 9 – SEC Filing
| Item 2(c). | CITIZENSHIP: |
| ECOMF – a Cayman Island exempted company | |
| P EMP – a British Virgin Island business company | |
| ECP – a Delaware limited partnership | |
| Amos Meron – United States |
| Item 2(d). | TITLE OF CLASS OF SECURITIES: |
| Common Stock, $0.01 par value (the “Common Stock“) |
| Item 2(e). | CUSIP NUMBER: |
| 008294209 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: | |||
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ¨ | Investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||
| (f) | ¨ | Employee benefit plan or endowment fund in accordance § 240.13d-1(b)(1)(ii)(F); | ||
| (g) | ¨ | Parent holding company or control person in § 240.13d-1(b)(1)(ii)(G); | ||
| (h) | ¨ | Savings association as defined in Section 3(b) of the Federal | ||
| (i) | ¨ | Church plan that is excluded from the definition of an investment | ||
| (j) | ¨ | Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | ||
| (k) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | ||
| If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), specify the type of institution: | ||||
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Page 8 of 9 – SEC Filing
| Item 4. | OWNERSHIP. | |
| The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. | ||
| The percentages used herein are calculated based upon 9,093,330 shares of Common Stock outstanding as of March 31, 2017, as reported in the Company’s Definitive Information Statement on Schedule 14C, filed with the Securities and Exchange Commission on April 3, 2017. | ||
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
| Not applicable. |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| Not applicable. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| Not applicable. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP. |
| Not applicable. |
| Item 10. | CERTIFICATION. | |
| Each of the Reporting Persons hereby makes the following certification: | ||
| By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||
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Page 9 of 9 – SEC Filing
SIGNATURES
After reasonable
inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: May 12, 2017
| empyrean capital partners, lp | ||||
| By: | /s/ C. Martin Meekins | |||
| Name: | C. Martin Meekins | |||
| Title: | Chief Operating Officer | |||
| Empyrean Capital Overseas MASTER Fund, Ltd. | ||||
| By: Empyrean Capital Partners, LP, its Investment Manager | ||||
| By: | /s/ C. Martin Meekins | |||
| Name: | C. Martin Meekins | |||
| Title: | Chief Operating Officer | |||
| P EMP Ltd. | ||||
| By: Empyrean Capital Partners, LP, its Investment Manager | ||||
| By: | /s/ C. Martin Meekins | |||
| Name: | C. Martin Meekins | |||
| Title: | Chief Operating Officer | |||
| /s/ Amos Meron | ||
| AMOS MERON |
