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) 07/19/2016 | 3. Issuer Name and Ticker or Trading Symbol Affinion Group Holdings, Inc. [ AFGR ] | |||||||||||||
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 per share | 1,771,195 | 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 | ||||
Limited Warrant(2) | 11/19/2015 | 11/19/2020 | Common Stock | 462,266 | 0.01 | I | See footnote(1) |
Class C Common Stock, par value $0.01 per share | (3) | (3) | Common Stock | 522 | 67.14 | I | See footnote(1) |
Class D Common Stock, par value $0.01 per share | (3) | (3) | Common Stock | 549 | 88.07 | I | See footnote(1) |
Explanation of Responses: |
1. The securities reported herein are owned of record by (i) Third Avenue Trust, on behalf of Third Avenue Focused Credit Fund (1,751,734 shares) and (ii) Third Avenue Capital plc, on behalf of Third Avenue High Yield Credit Fund (19,461 shares) (collectively, the "Third Avenue Funds"). Third Avenue Management LLC serves as the investment adviser to the Third Avenue Funds. David L. Resnick is the president of Third Avenue Management LLC, and as such may be deemed to have beneficial ownership of the securities held directly by the Third Avenue Funds. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. Pursuant to the proviso to Rule 16a-1(a)(1), the Third Avenue Funds are not deemed to be beneficial owners of the securities reported herein. |
2. Limited Warrant to purchase Common Stock of Affinion Group Holdings, Inc., par value $0.01 per share |
3. The convertible common stock is convertible at any time, upon the holder's election, and has no expiration date. |
/s/ David L. Resnick | 07/29/2016 | |
** 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. |