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) 07/20/2017 | 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 | 1,751,734 | I(1) | By Metro SPV LLC |
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 | ||||
Warrant (right to buy) | 11/09/2015(2) | 11/09/2020 | Common Stock | 462,266 | 0.01 | I(1) | By Metro SPV LLC |
Class C Common Stock, $0.01 par value per share | (2) | (3) | Common Stock | 522 | 67.14 | I(1) | By Metro SPV LLC |
Class D Common Stock, $0.01 par value per share | (2) | (3) | Common Stock | 549 | 88.07 | I(1) | By Metro SPV LLC |
Warrant (right to buy) | 05/10/2017(4) | 11/10/2022 | Common Stock | 849,193 | 0.01 | I(1) | By Metro SPV LLC |
Warrant (right to buy) | 07/17/2017(4) | 11/10/2022 | Common Stock | 112,590 | 0.01 | I(1) | By Metro SPV LLC |
Explanation of Responses: |
1. The securities reported herein are owned of record by Metro SPV LLC, and indirectly by (a) the ICG Strategic Secondaries II GP LP as the managing member of the Metro SPV LLC, (b) ICG Strategic Secondaries Associates II LLC as the general partner of the ICG Strategic Secondaries II GP LP, (c) ICG, Inc. as the sole managing member of ICG Strategic Secondaries Associates II LLC, (d) ICG FMC as ICG, Inc. is its wholly-owned subsidiary and (e) ICG plc as ICG FMC is its wholly-owned subsidiary. The Reporting Person is a Managing Director of ICG Strategic Secondaries Advisors LLC, and as such may be deemed to have beneficial ownership of the securities held directly by the Metro SPV LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
2. 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 462,266 shares of Common Stock underlying this warrant, 57,839 shares are currently exercisable by Metro SPV LLC, and the Class C/D Common Stock representing the right to acquire up to 1,071 shares of Common Stock is not currently convertible. |
3. The Class C/D Common Stock has no expiration date. |
4. 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, none of the shares of Common Stock underlying this warrant are currently exercisable. |
/s/ Christophe Browne | 07/31/2017 | |
** 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. |