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Filing Details

Accession Number:: 0001140361-17-046868
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-12-20 14:49:59
Reporting Period:: 2017-12-20

Accepted Time:: 2017-12-20 14:49:59
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1404624	Affinion Group Holdings Inc.	AFGR	Services-Business Services, Nec (7389)	161732155

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1645815	Samuel Gilbert Palter	37 Misty Crescent North York A6 M3B 1T2		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $0.01 Par Value Per Share	Acquisiton	2017-12-20	26,276	$0.00	26,276	No	4	P	Indirect	By Metro SPV LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Metro SPV LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant (right to buy)	Acquisiton	2017-12-20	6,934	$0.00	6,934	$0.01
Common Stock	Class C Common Stock, $0.01 par value per share	Acquisiton	2017-12-20	8	$0.00	8	$67.14
Common Stock	Class D Common Stock, $0.01 par value per share	Acquisiton	2017-12-20	8	$0.00	8	$88.07
Common Stock	Warrant (right to buy)	Acquisiton	2017-12-20	14,515	$0.00	14,515	$0.01
Common Stock	Restricted Stock Unit	Acquisiton	2017-12-20	147	$0.00	147	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
6,934	2020-11-09	No	4	P	Indirect
8		No	4	P	Indirect
8		No	4	P	Indirect
14,515	2022-11-10	No	4	P	Indirect
9,951		No	4	A	Indirect

Footnotes

The reporting person acquired a minority, non-managing membership interest in Metro SPV LLC as consideration for consulting services provided to Metro SPV LLC.
The reported securities are owned directly by Metro SPV LLC, in which the reporting person holds a minority, non-managing membership interest.
Metro SPV LLC is prevented, pursuant to the Issuer's Fourth Amended and Restated Certificate of Incorporation, from voting shares in excess of 19.9% of the issued outstanding Common Stock until required consent has been obtained from the U.K. Financial Conduct Authority. Such consent has not been obtained. Accordingly, of the 1,429,926 shares of Common Stock underlying the warrants described in this report, 57,839 shares are currently exercisable by Metro SPV LLC (with a proportionate number attributable to the Reporting Person's minority, non-managing membership interest), and the Class C/D Common Stock representing the right to acquire up to 1,071 shares of Common Stock is not currently convertible.
The Class C/D Common Stock has no expiration date.
On December 18, 2017, the Compensation Committee of the Board of Directors of Affinion Group Holdings, Inc. (the "Issuer") granted to Metro SPV, LLC, as director by deputization, 9,804 restricted stock units, each representing the right to receive one share of Common Stock upon satisfaction of vesting and settlement conditions (the "RSUs"). The RSUs vest, subject to Christophe Browne's continued board service, as follows: (i) 11/12 of the RSUs will vest as of December 18, 2017 and (ii) an additional 1/12 of the RSUs will vest on December 31, 2017. The RSUs will settle on the earlier of a change of control (as defined in the restricted stock unit agreement) or the third anniversary after the date of grant.
The 147 RSUs reported on this report are owned directly by Metro SPV LLC, in which the reporting person holds a minority, non-managing membership interest. The reporting person also directly owns 9,804 RSUs.