Sec Form 4 Filing - VONDRASEK MARK R @ Affinion Group Holdings, Inc. - 2019-04-10

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
VONDRASEK MARK R
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AFFINION GROUP HOLDINGS, INC., 6 HIGH RIDGE PARK
3. Date of Earliest Transaction (MM/DD/YY)
04/10/2019
(Street)
STAMFORD, CT06905
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 04/10/2019 D( 1 )( 2 )( 3 ) 9,804 ( 1 ) ( 2 ) ( 3 ) D 0 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Right to Receive Warrants ( 1 ) ( 2 ) ( 3 ) 04/10/2019 A( 1 )( 2 )( 3 ) 880 ( 1 ) ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Warrants to Purchase Common Stock 880 ( 1 ) ( 2 ) ( 3 ) ( 1 ) ( 2 ) ( 3 ) 880 ( 1 ) ( 2 ) ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VONDRASEK MARK R
C/O AFFINION GROUP HOLDINGS, INC.
6 HIGH RIDGE PARK
STAMFORD, CT06905
X
Signatures
/s/ Mark R. Vondrasek 04/12/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").
( 2 )As a result of the Merger, each holder of the previously granted restricted stock units ("RSUs") that have not yet settled into shares of the Issuer's common stock, par value $0.01 per share ("Existing Common Stock") converted into the right to receive 0.089809 warrants ("New Investor Warrants") to purchase the Issuer's new common stock, par value $0.000001 ("New Common Stock") per RSU upon settlement of the RSUs, which will take place on the earlier of a (i) Change of Control (as defined in the Restricted Stock Unit Agreement for Directors) or (ii) the third anniversary of the date of grant of the RSUs, which was October 24, 2017.
( 3 )(Continued from Footnote 2) Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

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 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).

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.