SEC Info - Metro SPV LLC, et al. - ‘4’ for 4/10/19 re: Affinion Group Holdings, Inc.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Metro SPV LLC

(Last)

(First)

(Middle)

C/O INTERMEDIATE CAPITAL GROUP, INC.

600 LEXINGTON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Affinion Group Holdings, Inc. [ AFGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
4/10/19

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class M Common Stock, par value $0.01 per share	4/10/19		J ⁽¹⁾ ⁽²⁾		144,409	A	⁽¹⁾ ⁽²⁾	144,409	D ⁽³⁾ ⁽⁴⁾
Class M Common Stock, par value $0.01 per share	4/10/19		J ⁽¹⁾ ⁽²⁾		144,409	D	⁽¹⁾ ⁽²⁾	0	D ⁽³⁾ ⁽⁴⁾
(New) Common Stock, par value $0.000001 per share	4/10/19		J ⁽¹⁾ ⁽²⁾		144,409	A	⁽¹⁾ ⁽²⁾	144,409	D ⁽³⁾ ⁽⁴⁾
(Old) Common Stock, par value $0.01 per share	4/10/19		J ⁽¹⁾ ⁽²⁾		2,487,391	D	⁽¹⁾ ⁽²⁾	0	D ⁽³⁾ ⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$0.01	4/10/19		X ⁽¹⁾ ⁽²⁾			113,536 ⁽¹⁾ ⁽²⁾	5/10/17	11/10/22	Common Stock	113,536	⁽¹⁾ ⁽²⁾	0	D ⁽³⁾ ⁽⁴⁾
Warrant (right to buy)	$0.01	4/10/19		X ⁽¹⁾ ⁽²⁾			462,266 ⁽¹⁾ ⁽²⁾	11/9/15	11/9/22	Common Stock	462,266	⁽¹⁾ ⁽²⁾	0	D ⁽³⁾ ⁽⁴⁾
Warrant (right to buy)	$0.01	4/10/19		X ⁽¹⁾ ⁽²⁾			112,590 ⁽¹⁾ ⁽²⁾	7/17/17	11/10/22	Common Stock	112,590	⁽¹⁾ ⁽²⁾	0	D ⁽³⁾ ⁽⁴⁾
Class C Common Stock, $0.01 par value per share	$67.14	4/10/19		J ⁽¹⁾ ⁽²⁾			522 ⁽¹⁾ ⁽²⁾	⁽¹⁾ ⁽²⁾	⁽⁵⁾	Common Stock	522	⁽¹⁾ ⁽²⁾	0	D ⁽³⁾ ⁽⁴⁾
Class D Common Stock, $0.01 par value per share	$88.07	4/10/19		J ⁽¹⁾ ⁽²⁾			549 ⁽¹⁾ ⁽²⁾	⁽¹⁾ ⁽²⁾	⁽⁵⁾	Common Stock	549	⁽¹⁾ ⁽²⁾	0	D ⁽³⁾ ⁽⁴⁾
New Penny Warrants	$0.01	4/10/19		J ⁽¹⁾ ⁽²⁾		1,453,149 ⁽¹⁾ ⁽²⁾		⁽¹⁾ ⁽²⁾	⁽¹⁾ ⁽²⁾	Common Stock	1,453,149	⁽¹⁾ ⁽²⁾	1,453,149	D ⁽³⁾ ⁽⁴⁾
New Investor Warrants	$67.12	4/10/19		J ⁽¹⁾ ⁽²⁾		284,494 ⁽¹⁾ ⁽²⁾		⁽¹⁾ ⁽²⁾	4/10/24	Common Stock	284,494	⁽¹⁾ ⁽²⁾	284,494	D ⁽³⁾ ⁽⁴⁾

1. Name and Address of Reporting Person^*

Metro SPV LLC

(Last)

(First)

(Middle)

C/O INTERMEDIATE CAPITAL GROUP, INC.

600 LEXINGTON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICG Strategic Secondaries II GP LP

(Last)

(First)

(Middle)

C/O INTERMEDIATE CAPITAL GROUP, INC.

600 LEXINGTON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICG Strategic Equity Associates II LLC

(Last)

(First)

(Middle)

C/O INTERMEDIATE CAPITAL GROUP, INC.

600 LEXINGTON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Intermediate Capital Group, Inc.

(Last)

(First)

(Middle)

600 LEXINGTON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICG FMC Ltd

(Last)

(First)

(Middle)

C/O INTERMEDIATE CAPITAL GROUP PLC,

JUXON HOUSE, 100 ST. PAUL'S, CHURCHYARD

(Street)

LONDON

EC4M 8BU

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Intermediate Capital Group plc

(Last)

(First)

(Middle)

JUXON HOUSE, 100 ST. PAUL'S, CHURCHYARD

(Street)

LONDON

EC4M 8BU

(City)

(State)

(Zip)

Explanation of Responses:

(1) On April 10, 2019, Metro SPV LLC completed the transactions described in the Issuer's Current Report on Form 8-K filed March 4, 2019 (the "Restructuring"). In connection with the Restructuring: ? Metro SPV LLC received 144,409 shares of the Issuer's Class M Common Stock, par value $0.01 per share (the "Class M Common Stock") and warrants (the "New Penny Warrants") to purchase 1,453,149 shares of common stock, par value $0.000001 per share (the "New Common Stock") in exchange for debt obligations of the Issuer owing to in the aggregate amount of $94,837,764 and as consideration for agreeing to purchase certain new debt obligations of the Issuer; ? the 144,409 shares of Class M Common Stock were immediately converted into 144,409 shares of New Common Stock; and ? all existing warrants held by Metro SPV LLC were exercised according to their terms for shares of common stock, par value $0.01 per share (the "Old Common Stock").

(2) On April 10, 2019, in connection with the Restructuring: ? all shares of Old Common Stock (including shares acquired as a result of the warrant exercises described above) held by Metro SPV LLC were exchanged for warrants to purchase 284,494 shares of New Common Stock (the "New Investor Warrants"); and ? Metro SPV LLC surrendered all shares of Class C Common Stock, $0.01 par value per share (the "Class C Common Stock") and Class D Common Stock, $0.01 par value per share (the "Class D Common Stock") in exchange for $0.01 in cash per share. The New Penny Warrants have no expiration date. The New Penny Warrants and New Investor Warrants cannot be exercised until such time as any required consent has been obtained from the U.K. Financial Conduct Authority. Such consent has not been obtained.

(3) This Form 4 is being filed jointly pursuant to Rule 16a-1(a)(3) and Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to report the beneficial ownership of Metro SPV LLC (the "SPV"), ICG Strategic Secondaries II GP LP (the "Secondaries Fund GP"), ICG Strategic Equity Associates II LLC ("Equity Associates"), Intermediate Capital Group, Inc. ("ICG, Inc."), ICG FMC Limited ("ICG FMC") and Intermediate Capital Group plc ("ICG plc") (together, the "Reporting Persons").

(4) The reported securities may be deemed to be owned directly by the SPV and indirectly by (a) the Equity Fund GP as the managing member of the SPV, (b) Equity Associates as the general partner of the Equity Fund GP, (c) ICG, Inc. as the sole managing member of Equity Associates, (d) ICG FMC as ICG, Inc. is its wholly-owned subsidiary and (e) ICG plc as ICG FMC is its wholly-owned subsidiary.

(5) The Class C/D Common Stock has no expiration date.

Remarks:

For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed to be directors by deputization due to Christophe Browne's service as a member of the board of directors of the Issuer.

	/s/ Metro SPV LLC, By: ICG Strategic Secondaries II GP LP, its managing member, By: ICG Strategic Equity Associates II LLC, its general partner, By: /s/ Andrew Hawkins, Name: Andrew Hawkins, Title: Authorized Signatory	4/12/19
	/s/ ICG Strategic Secondaries II GP LP, By: ICG Strategic Equity Associates II LLC, its general partner, By: /s/ Andrew Hawkins, Name: Andrew Hawkins, Title: Authorized Signatory	4/12/19
	/s/ ICG Strategic Equity Associates II LLC, By: /s/ Andrew Hawkins, Name: Andrew Hawkins, Title: Authorized Signatory	4/12/19
	/s/ Intermediate Capital Group, Inc., By: /s/ Peter Lin, Name: Peter Lin, Title: Chief Compliance Officer	4/12/19
	/s/ ICG FMC Limited, By: /s/ Peter Lin, Name: Peter Lin, Title: Authorized Signatory	4/12/19
	/s/ Intermediate Capital Group plc, By: /s/ Peter Lin, Name: Peter Lin, Title: Authorized Signatory	4/12/19
	** Signature of Reporting Person	Date
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____________ Transaction Codes:
J	Other acquisition or disposition.
X	Exercise of in-the-money or at-the-money derivative security.

Metro SPV LLC, et al. – ‘4’ for 4/10/19 re: Affinion Group Holdings, Inc.

On: Friday, 4/12/19, at 8:34pm ET · For: 4/10/19 · Accession #: 1567619-19-8767 · File #: 0-55577

Previous ‘4’: ‘4’ on 3/4/19 for 2/28/19 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Metro SPV LLC, et al. – ‘4’ for 4/10/19 re: Affinion Group Holdings, Inc.

On: Friday, 4/12/19, at 8:34pm ET · For: 4/10/19 · Accession #: 1567619-19-8767 · File #: 0-55577

Previous ‘4’: ‘4’ on 3/4/19 for 2/28/19 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents