Sec Form 4 Filing - Empyrean Capital Partners, LP @ Affinion Group Holdings, Inc. - 2019-04-10

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

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1. Name and Address of Reporting Person Empyrean Capital Partners, LP 2. Issuer Name and Ticker or Trading Symbol Affinion Group Holdings, Inc. [ AFGR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 10250 CONSTELLATION BOULEVARD, SUITE 2950 3. Date of Earliest Transaction (MM/DD/YY) 04/10/2019 (Street) LOS ANGELES, CA90067 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, par value $0.01 per share ("Common Stock") 04/10/2019 J( 1 ) 1,877,387 D $ 0 ( 1 ) 0 I See footnote ( 2 )

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 Class C Common Stock, par value $0.01 per share $ 67.14 04/10/2019 J( 3 ) 62,083 ( 4 ) ( 4 ) Common Stock 62,083 $ 0.01 ( 3 ) 0 I See footnote ( 2 ) Class D Common Stock, par value $0.01 per share $ 88.07 04/10/2019 J( 3 ) 65,350 ( 4 ) ( 4 ) Common Stock 65,350 $ 0.01 ( 3 ) 0 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Empyrean Capital Partners, LP 10250 CONSTELLATION BOULEVARD SUITE 2950 LOS ANGELES, CA90067 X Empyrean Investments, LLC 10250 CONSTELLATION BOULEVARD SUITE 2950 LOS ANGELES, CA90067 X Meron Amos 10250 CONSTELLATION BLVD. SUITE 2950 LOS ANGELES, CA90067 X Signatures EMPYREAN CAPITAL PARTNERS, LP, By: /s/ C. Martin Meekins, its Chief Operating Officer 04/12/2019 Signature of Reporting Person Date EMPYREAN INVESTMENTS, LLC, By: Empyrean Capital Partners, LP, its Sole Member,By: /s/ C. Martin Meekins, its Chief Operating Officer 04/12/2019 Signature of Reporting Person Date AMOS MERON, By: /s/ Amos Meron 04/12/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 10, 2019, the Issuer and Affinion Group, Inc. completed the Recapitalization, the Merger and the other transactions described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2019 (the "March 8-K"). Immediately prior to the consummation of the Merger, the Reporting Persons and certain of their affiliates tendered their Existing Notes in the Exchange Offer, and received shares of Class M Common Stock and New Penny Warrants, and such shares of Class M Common Stock were converted into New Common Stock as a result of the Merger. The shares of Common Stock reported herein were exchanged for New Investor Warrants. Immediately following the consummation of the Recapitalization, the Merger and the other transactions described in the March 8-K, the Reporting Persons and its affiliates owned 144,409 shares of New Common Stock, 947,133 New Penny Warrants and 168,606 New Investor Warrants. ( 2 )The securities reported herein were owned of record by Empyrean Investments, LLC. Empyrean Capital Partners, LP (the "Investment Manager") serves as the sole member of Empyrean Investments, LLC. Empyrean Capital, LLC serves as the general partner of the Investment Manager. Amos Meron is the managing member of Empyrean Capital, LLC, and as such may have been deemed to have beneficial ownership of the securities held directly by Empyrean Investments, LLC. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. ( 3 )As a result of the Merger, the Reporting Persons' shares of Class C Common Stock and Class D Common Stock were cashed out at a price of $0.01 per share. ( 4 )Each share of Class C Common Stock and each share of Class D Common Stock was convertible into one share of Common Stock at the option of the holder thereof upon delivery of an exercise notice and the payment of the applicable exercise price.

Remarks: Capitalized terms not defined in this Form 4 have the meaning set forth in the March 8-K.

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).

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