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

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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
Group Holdings, Inc.

(Name of Issuer)

Common Stock,
$0.01 par value

(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
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

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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
upon conversion of 6,227 shares of Class C Common Stock, 6,554 shares of Common Stock issuable upon conversion of 6,554 shares
of Class D Common Stock and 55,356 shares of Common Stock issuable upon the exercise of Warrants)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

186,867 (including 6,227 shares of Common Stock issuable
upon conversion of 6,227 shares of Class C Common Stock, 6,554 shares of Common Stock issuable upon conversion of 6,554 shares
of Class D Common Stock and 55,356 shares of Common Stock issuable upon the exercise of Warrants)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

186,867 (including 6,227 shares of Common Stock issuable
upon conversion of 6,227 shares of Class C Common Stock, 6,554 shares of Common Stock issuable upon conversion of 6,554 shares
of Class D Common Stock and 55,356 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)

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
issuable upon conversion of 62,083 shares of Class C Common Stock, 65,350 shares of Common Stock issuable upon conversion of 65,350
shares of Class D Common Stock and 536,400 shares of Common Stock issuable upon the exercise of Warrants)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,930,218 (including 62,083 shares of Common Stock
issuable upon conversion of 62,083 shares of Class C Common Stock, 65,350 shares of Common Stock issuable upon conversion of 65,350
shares of Class D Common Stock and 536,400 shares of Common Stock issuable upon the exercise of Warrants)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,930,218 (including 62,083 shares of Common Stock
issuable upon conversion of 62,083 shares of Class C Common Stock, 65,350 shares of Common Stock issuable upon conversion of 65,350
shares of Class D Common Stock and 536,400 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)

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
issuable upon conversion of 62,083 shares of Class C Common Stock, 65,350 shares of Common Stock issuable upon conversion of 65,350
shares of Class D Common Stock and 536,400 shares of Common Stock issuable upon the exercise of Warrants)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,930,218 (including 62,083 shares of Common Stock
issuable upon conversion of 62,083 shares of Class C Common Stock, 65,350 shares of Common Stock issuable upon conversion of 65,350
shares of Class D Common Stock and 536,400 shares of Common Stock issuable upon the exercise of Warrants)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,930,218 (including 62,083 shares of Common Stock
issuable upon conversion of 62,083 shares of Class C Common Stock, 65,350 shares of Common Stock issuable upon conversion of 65,350
shares of Class D Common Stock and 536,400 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)

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
to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons
are made on information and belief after making inquiry to the appropriate party.

The foregoing should not be construed in and of itself as an admission
by any Reporting Person as to beneficial ownership of Common Stock owned by another Reporting Person.

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
with

§ 240.13d-1(b)(1)(ii)(F);

(g) ¨

Parent holding company or control person in
accordance with

§ 240.13d-1(b)(1)(ii)(G);

(h) ¨

Savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);

(i) ¨

Church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(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),
please

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

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