SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/29/2016 | 3. Issuer Name and Ticker or Trading Symbol Affinion Group Holdings, Inc. [ NONE ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, $0.01 par value ("Common Stock") | 1,266,385 | I | See footnote(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class C Common Stock, par value $0.01 per share | (2) | (2) | Common Stock | 62,083 | 67.14 | I | See footnote(1) |
Class D Common Stock, par value $0.01 per share | (2) | (2) | Common Stock | 65,350 | 88.07 | I | See footnote(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The securities reported herein are owned of record by (i) Empyrean Capital Fund, LP ("ECF"), (ii) Empyrean Capital Overseas Master Fund, Ltd. and (iii) P EMP Ltd. (collectively, the "Empyrean Clients"). Empyrean Capital Partners, LP (the "Investment Manager") serves as the investment adviser to the Empyrean Clients. Empyrean Associates, LLC is the general partner of ECF, and Empyrean Capital, LLC is the general partner of the Investment Manager. Amos Meron and Michael Price are managing members of Empyrean Associates, LLC and Empyrean Capital, LLC, and as such may be deemed to have beneficial ownership of the securities held directly by the Empyrean Clients. Each Reporting Person other than the Investment Manager disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
2. Each share of Class C Common Stock and each share of Class D Common Stock is convertible into one share of Common Stock at the option of the holder thereof upon delivery of an exercise notice and the payment of the applicable exercise price. |
EMPYREAN CAPITAL PARTNERS, LP, By: Empyrean Capital, LLC, its General Partner, By: /s/ C. Martin Meekins, as Authorized Signatory | 03/29/2016 | |
EMPYREAN CAPITAL PARTNERS, LP, as Investment Manager on behalf of EMPYREAN CAPITAL FUND, LP, EMPYREAN CAPITAL OVERSEAS MASTER FUND, LTD. and P EMP LTD., By: Empyrean Capital, LLC, its General Partner, By: /s/ C. Martin Meekins, as Authorized Signatory | 03/29/2016 | |
EMPYREAN ASSOCIATES, LLC, By: /s/ C. Martin Meekins, as Authorized Signatory | 03/29/2016 | |
AMOS MERON, By: /s/ Amos Meron | 03/29/2016 | |
MICHAEL PRICE, By: /s/ Michael Price | 03/29/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |