Ares Management SC 13G Affinion Group Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Affinion Group Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

008294209

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

*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).

CUSIP No. 008294209
	1.	Names of Reporting Persons Ares Management LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	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 778,601 (see Item 4(a))
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 778,601 (see Item 4(a))
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 778,601 (see Item 4(a))
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 8.5% (see Item 4(b))
	12.	Type of Reporting Person (See Instructions) OO

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CUSIP No. 83190B 101
	1.	Names of Reporting Persons Ares Management Holdings L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	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 778,601 (see Item 4(a))
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 778,601 (see Item 4(a))
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 778,601 (see Item 4(a))
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 8.5% (see Item 4(b))
	12.	Type of Reporting Person (See Instructions) PN

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CUSIP No. 008294209
	1.	Names of Reporting Persons Ares Holdco LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	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 778,601 (see Item 4(a))
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 778,601 (see Item 4(a))
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 778,601 (see Item 4(a))
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 8.5% (see Item 4(b))
	12.	Type of Reporting Person (See Instructions) OO

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CUSIP No. 008294209
	1.	Names of Reporting Persons Ares Holdings Inc.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	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 778,601 (see Item 4(a))
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 778,601 (see Item 4(a))
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 778,601 (see Item 4(a))
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 8.5% (see Item 4(b))
	12.	Type of Reporting Person (See Instructions) OO

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CUSIP No. 008294209
	1.	Names of Reporting Persons Ares Management, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	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 778,601 (see Item 4(a))
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 778,601 (see Item 4(a))
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 778,601 (see Item 4(a))
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 8.5% (see Item 4(b))
	12.	Type of Reporting Person (See Instructions) PN

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CUSIP No. 008294209
	1.	Names of Reporting Persons Ares Management GP LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	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 778,601 (see Item 4(a))
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 778,601 (see Item 4(a))
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 778,601 (see Item 4(a))
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 8.5% (see Item 4(b))
	12.	Type of Reporting Person (See Instructions) OO

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CUSIP No. 008294209
	1.	Names of Reporting Persons Ares Partners Holdco LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	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 778,601 (see Item 4(a))
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 778,601 (see Item 4(a))
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 778,601 (see Item 4(a))
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11.	Percent of Class Represented by Amount in Row (9) 8.5% (see Item 4(b))
	12.	Type of Reporting Person (See Instructions) OO

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Item 1.
	(a)	Name of Issuer: Affinion Group Holdings, Inc.
	(b)	Address of Issuer’s Principal Executive Offices: 6 High Ridge Park Stamford, CT 06905
Item 2.
	(a)	Name of Person Filing: Ares Management LLC (“Ares Management LLC”) Ares Management Holdings L.P. (“Ares Management Holdings”) Ares Holdco LLC (“Ares Holdco”) Ares Holdings Inc. (“Ares Holdings”) Ares Management, L.P. (“Ares Management”) Ares Management GP LLC (“Ares Management GP”) Ares Partners Holdco LLC (“Ares Partners” and, together with Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Holdings, Ares Management and Ares Management GP, the “Reporting Persons”)
	(b)	Address of Principal Business Office or, if none, Residence: For each Reporting Person: 2000 Avenue of the Stars, 12th Floor Los Angeles, CA 90067
	(c)	Citizenship: For each Reporting Person, Delaware
	(d)	Title of Class of Securities: Common Stock,  $0.01 par value
	(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)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	A non-U.S. institution in accordance with § 240.13d–1(b)(ii)(J);
	(k)	o	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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Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:    The amounts reported as beneficially  owned by the Reporting Persons on this Schedule 13G consists of an aggregate of 754,609 shares of the Issuer’s common stock, $0.01 par value (“Common Stock”), 11,688 shares of the Issuer’s Class C common stock, $0.01 par value (“Class C Common Stock”), and 12,303 shares of the Issuer’s Class D common stock, $0.01 par value (“Class D Common Stock”), with each share of Class C Common Stock and Class D Common Stock convertible into shares of Common Stock at any time, at a ratio of one share of Class C Common Stock or Class D Common Stock for one share of Common Stock, and are held directly by investment vehicles directly or indirectly managed by Ares Management LLC (the “Investment Vehicles”) in the individual amounts noted below:

Investment Vehicle	Common Stock	Class C Common Stock	Class D Common Stock	Total
Ares Strategic Investment Partners Ltd. (“ASIP I”)	66,507	641	675	67,823
Ares Special Situations Fund III, L.P. (“ASSF III”)	329,498	9,308	9,798	348,604
Ares Dynamic Credit Allocation Fund, Inc. (“ARDC”)	87,683	—	—	87,683
ASIP (Holdco) IV S.a.r.l. (“ASIP IV”)	30,207	—	—	30,207
Future Fund Board of Guardian (“AFF”)	148,397	1,739	1,831	151,967
Transatlantic Reinsurance Company (“TRC”)	54,590	—	—	54,590
RSUI Indemnity Company (“RSUI”)	27,393	—	—	27,393
Anthem Inc. (“Anthem”)	10,334			10,334
Total	754,609	11,688	12,304	778,601

Each of the Reporting Persons, as a result of the relationships described below, may be deemed to indirectly beneficially own the shares of Common Stock reported on the cover pages to this Schedule 13G for such Reporting Person.

ASIP I is wholly owned by Ares Strategic Investment Partners, L.P. (“ASIP Master”). Ares Strategic Investment GP, LLC serves as the general partner of ASIP Master and is owned by Ares Offshore Holdings L.P. (“Ares Offshore”). The general partner of Ares Offshore is AOF Holdco LLC (“AOF Holdco”), and the sole member of AOF Holdco is Ares Offshore Holdings, Ltd (“Ares Offshore Holdings”). The sole stockholder of Ares Offshore Holdings is Ares Management.

The general partner of ASSF III is ASSF Management III, L.P. (“ASSF Management III”) and the general partner of ASSF Management III is ASSF Management III GP, LLC (“ASSF Management III GP”). ASSF Management III GP is wholly owned by Ares Investments Holdings LLC (“Ares Investments”). Ares Investments is owned by Ares Investments L.P. The general partner of Ares Investments L.P. is AI Holdco LLC, who is wholly owned by Ares Management.

Ares Capital Management II LLC serves as the investment adviser of ARDC and is wholly owned by Ares Management LLC.

Ares Strategic Investment Partners IV is the sole shareholder of ASIP IV. Ares Strategic Investment Partners IV’s issued shares are listed on the Luxembourg Stock Exchange, but wholly owned by a Swedish pension fund. ASIP

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	Operating Manager IV LLC serves as the investment adviser of each of ASIP IV and Ares Strategic Investment Partners IV and is wholly owned by Ares Management LLC. Ares Enhanced Loan Investment Strategy Advisor IV, L.P. (“Ares Enhanced Loan Investment Strategy Advisor IV”) serves as the investment adviser of AFF. Ares Enhanced Loan Investment Strategy Advisor IV GP, LLC serves as the general partner of Ares Enhanced Loan Investment Strategy Advisor IV and is wholly owned by Ares Management LLC. Ares ASIP VII Management L.P. (“Ares ASIP VII Management”) serves as the investment adviser of both RSIU and TRC. Ares ASIP VII GP, LLC serves as the general partner of Ares ASIP VII Management, and is wholly owned by Ares Management LLC. Ares WLP Management L.P. serves as the investment adviser of Anthem. Ares WLP Management GP LLC serves as the general partner of Ares WLP Management L.P. and is wholly owned by Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings and the general partner of Ares Management Holdings is Ares Holdco, and the sole member of Ares Holdco is Ares Holdings.  The sole stockholder of Ares Holdings is Ares Management. The general partner of Ares Management is Ares Management GP and the sole member of Ares Management GP is Ares Partners . Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, R. Kipp deVeer, David Kaplan, Antony Ressler and Bennett Rosenthal. Decisions by Ares Partners’ board of managers generally are made by a majority of the members, which majority, subject to certain conditions, must include Antony Ressler. Each of the Investment Vehicles, the Reporting Persons, the other entities identified in this Item 4(a), the members of Ares Partners’ board of managers and the other directors, officers, partners, stockholders, members and managers of the Investment Vehicles, the Reporting Persons, and the other entities identified in this Item 4(a) expressly disclaims beneficial ownership of the securities reported on this Schedule 13G , and the filing of this Schedule 13G shall not be deemed an admission that any such person or entity is the beneficial owners of such securities for the purposes of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(b)	Percent of class:    The information contained on the cover pages to this Schedule 13G is incorporated herein by reference.  The percentage amount is based on an aggregate of 9,093,330 shares of the Issuer’s Common Stock outstanding as of October 26, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on October 27, 2016.
(c)	Number of shares as to which the person has:
	(i)	Sole power to vote or to direct the vote    The information contained on the cover pages to this Schedule 13G is incorporated herein by reference.
	(ii)	Shared power to vote or to direct the vote     The information contained on the cover pages to this Schedule 13G is incorporated herein by reference.
	(iii)	Sole power to dispose or to direct the disposition of    The information contained on the cover pages to this Schedule 13G is incorporated herein by reference.
	(iv)	Shared power to dispose or to direct the disposition of    The information contained on the cover pages to this Schedule 13G is incorporated herein by reference.

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Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.
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 or Control Person
Not applicable
Item 8.	Identification and Classification of Members of the Group
Not applicable
Item 9.	Notice of Dissolution of Group
Not applicable

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Item 10.	Certification
Not applicable

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  February 14, 2017

ARES MANAGEMENT LLC
		/s/ Naseem Sagati
		By: Naseem Sagati
		Its: Authorized Signatory
ARES MANAGEMENT HOLDINGS L.P.
		By:		ARES HOLDCO LLC
		Its:		General Partner
					/s/ Naseem Sagati
					By:	Naseem Sagati
					Its:	Authorized Signatory
ARES HOLDCO LLC
	/s/ Naseem Sagati
	By:		Naseem Sagati
	Its:		Authorized Signatory
ARES HOLDINGS INC.
	/s/ Naseem Sagati
	By:		Naseem Sagati
	Its:		Authorized Signatory

ARES MANAGEMENT, L.P.
	By:		ARES MANAGEMENT GP LLC
	Its:		General Partner
			/s/ Naseem Sagati
			By:	Naseem Sagati
			Its:	Authorized Signatory
ARES MANAGEMENT GP LLC
	/s/ Naseem Sagati
	By:	Naseem Sagati
	Its:	Authorized Signatory
ARES PARTNERS HOLDCO LLC
	/s/ Naseem Sagati
	By:	Naseem Sagati
	Its:	Authorized Signatory

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