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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| Metro SPV LLC |
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2. Issuer Name and Ticker or Trading Symbol
Affinion Group Holdings, Inc. [AFGR]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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__X__ Other (specify below)
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See Remarks
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C/O INTERMEDIATE CAPITAL GROUP, INC., 600 LEXINGTON AVENUE, 24TH FLOOR |
3. Date of Earliest Transaction (Month/Day/Year)
04/10/2019 |
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NEW YORK, NY 10022 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class M Common Stock, par value $0.01 per share | 04/10/2019 |
| J (1) (2) |
| 144,409 | A | (1) (2) | 144,409 | D (3) (4) |
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| Class M Common Stock, par value $0.01 per share | 04/10/2019 |
| J (1) (2) |
| 144,409 | D | (1) (2) |
0
| D (3) (4) |
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| (New) Common Stock, par value $0.000001 per share | 04/10/2019 |
| J (1) (2) |
| 144,409 | A | (1) (2) | 144,409 | D (3) (4) |
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| (Old) Common Stock, par value $0.01 per share | 04/10/2019 |
| J (1) (2) |
| 2,487,391 | D | (1) (2) |
0
| D (3) (4) |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Warrant (right to buy) |
$0.01 | 04/10/2019 |
| X (1) (2) |
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| 113,536 (1) (2) | 05/10/2017 | 11/10/2022 | Common Stock | 113,536 | (1) (2) |
0
| D (3) (4) |
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| Warrant (right to buy) |
$0.01 | 04/10/2019 |
| X (1) (2) |
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| 462,266 (1) (2) | 11/09/2015 | 11/09/2022 | Common Stock | 462,266 | (1) (2) |
0
| D (3) (4) |
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| Warrant (right to buy) |
$0.01 | 04/10/2019 |
| X (1) (2) |
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| 112,590 (1) (2) | 07/17/2017 | 11/10/2022 | Common Stock | 112,590 | (1) (2) |
0
| D (3) (4) |
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| Class C Common Stock, $0.01 par value per share |
$67.14 | 04/10/2019 |
| J (1) (2) |
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| 522 (1) (2) |
(1) (2) |
(5) | Common Stock | 522 | (1) (2) |
0
| D (3) (4) |
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| Class D Common Stock, $0.01 par value per share |
$88.07 | 04/10/2019 |
| J (1) (2) |
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| 549 (1) (2) |
(1) (2) |
(5) | Common Stock | 549 | (1) (2) |
0
| D (3) (4) |
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| New Penny Warrants |
$0.01 | 04/10/2019 |
| J (1) (2) |
| 1,453,149 (1) (2) |
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(1) (2) |
(1) (2) | Common Stock | 1,453,149 | (1) (2) | 1,453,149 | D (3) (4) |
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| New Investor Warrants |
$67.12 | 04/10/2019 |
| J (1) (2) |
| 284,494 (1) (2) |
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(1) (2) | 04/10/2024 | Common Stock | 284,494 | (1) (2) | 284,494 | D (3) (4) |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Metro SPV LLC
C/O INTERMEDIATE CAPITAL GROUP, INC.
600 LEXINGTON AVENUE, 24TH FLOOR
NEW YORK, NY 10022 |
X
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X
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| See Remarks |
ICG Strategic Secondaries II GP LP
C/O INTERMEDIATE CAPITAL GROUP, INC.
600 LEXINGTON AVENUE, 24TH FLOOR
NEW YORK, NY 10022 |
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| See Remarks |
ICG Strategic Equity Associates II LLC
C/O INTERMEDIATE CAPITAL GROUP, INC.
600 LEXINGTON AVENUE, 24TH FLOOR
NEW YORK, NY 10022 |
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| See Remarks |
Intermediate Capital Group, Inc.
600 LEXINGTON AVENUE, 24TH FLOOR
NEW YORK, NY 10022 |
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| See Remarks |
ICG FMC Ltd
C/O INTERMEDIATE CAPITAL GROUP PLC,
JUXON HOUSE, 100 ST. PAUL'S, CHURCHYARD
LONDON, X0 EC4M 8BU |
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| See Remarks |
Intermediate Capital Group plc
JUXON HOUSE, 100 ST. PAUL'S, CHURCHYARD
LONDON, X0 EC4M 8BU |
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| See Remarks |
Signatures
| /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 | |
04/12/2019 |
| **Signature of Reporting Person | Date |
| /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 | |
04/12/2019 |
| **Signature of Reporting Person | Date |
| /s/ ICG Strategic Equity Associates II LLC, By: /s/ Andrew Hawkins, Name: Andrew Hawkins, Title: Authorized Signatory | |
04/12/2019 |
| **Signature of Reporting Person | Date |
| /s/ Intermediate Capital Group, Inc., By: /s/ Peter Lin, Name: Peter Lin, Title: Chief Compliance Officer | |
04/12/2019 |
| **Signature of Reporting Person | Date |
| /s/ ICG FMC Limited, By: /s/ Peter Lin, Name: Peter Lin, Title: Authorized Signatory | |
04/12/2019 |
| **Signature of Reporting Person | Date |
| /s/ Intermediate Capital Group plc, By: /s/ Peter Lin, Name: Peter Lin, Title: Authorized Signatory | |
04/12/2019 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (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. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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