Sec Form 4 Filing - ARES MANAGEMENT LLC @ Affinion Group Holdings, Inc. - 2016-11-28

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 ARES MANAGEMENT LLC 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) 2000 AVENUE OF THE STARS, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/28/2016 (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 11/28/2016 S 25,000 ( 1 ) D $ 4.38 919,609 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) Common Stock, par value $0.01 per share 11/30/2016 S 165,000 ( 8 ) D $ 7 754,609 ( 9 ) I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X Ares Holdco LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X Ares Holdings Inc. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X ARES MANAGEMENT LP 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X Ares Management GP LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X Ares Partners Holdco LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X Ares Management Holdings L.P. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X Signatures /s/ Michael D. Weiner, by Authorized Signatory of ARES MANAGEMENT LLC 02/23/2017 Signature of Reporting Person Date /s/ Michael D. Weiner, by Authorized Signatory of ARES HOLDCO LLC, general partner for ARES MANAGEMENT HOLDINGS L.P. 02/23/2017 Signature of Reporting Person Date /s/ Michael D. Weiner, by Authorized Signatory of ARES HOLDCO LLC 02/23/2017 Signature of Reporting Person Date /s/ Michael D. Weiner, by Authorized Signatory of ARES HOLDINGS INC. 02/23/2017 Signature of Reporting Person Date /s/ Michael D. Weiner, by Authorized Signatory of ARES MANAGEMENT GP LLC, general partner for ARES MANAGEMENT, L.P. 02/23/2017 Signature of Reporting Person Date /s/ Michael D. Weiner, by Authorized Signatory of ARES MANAGEMENT GP LLC 02/23/2017 Signature of Reporting Person Date /s/ Michael D. Weiner, by Authorized Signatory of ARES PARTNERS HOLDCO LLC 02/23/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The amount reported reflects an aggregate of 25,000 shares of Common Stock sold in open market sales in the following amounts: 10,870 shares sold by Ares Special Situations Fund III, L.P. ("ASSF III"), 2,255 shares sold by Ares Strategic Investment Partners Ltd ("ASIP I"), 5,028 shares sold by Future Fund Board of Guardians ("AFF"), 2,989 shares sold by Ares Dynamic Credit Allocation Fund, Inc. ("ARDC") (NYSE: ARDC), 1,032 shares sold by ASIP (Holdco) IV S.a.r.l. ("ASIP IV"), 1,902 shares sold by Transatlantic Reinsurance Company ("TRC"), and 924 shares sold by RSUI Indemnity Company ("RSUI"). ( 2 )ASIP I is wholly owned by Ares Strategic Investment Partners, L.P. ("ASIP Master"). Ares Strategic Investment GP, LLC serves as the general partner of ASIP Master and is owned by Ares Offshore Holdings L.P. ("Ares Offshore"). The general partner of Ares Offshore is AOF Holdco LLC ("AOF Holdco"), and the sole member of AOF Holdco is Ares Offshore Holdings, Ltd ("Ares Offshore Holdings"). The sole stockholder of Ares Offshore Holdings is Ares Management L.P. The general partner of ASSF III is ASSF Management III, L.P. ("ASSF Management III") and the general partner of ASSF Management III is ASSF Management III GP, LLC ("ASSF Management III GP"). ASSF Management III GP LLC is wholly owned by Ares Investments Holdings LLC ("Ares Investments"). Ares Investments is wholly owned by Ares Investments L.P. The general partner of Ares Investments L.P. is AI Holdco LLC, who is wholly owned by Ares Management, L.P. (continued in footnote 3) ( 3 )Ares Capital Management II LLC serves as the investment adviser of ARDC and is wholly owned by Ares Management LLC. Ares Strategic Investment Partners IV is the sole shareholder of ASIP IV. Ares Strategic Investment Partners IV's issued shares are listed on the Luxembourg Stock Exchange, but wholly owned by a Swedish pension fund. ASIP Operating Manager IV LLC serves as the investment adviser of each of ASIP IV and Ares Strategic Investment Partners IV and is wholly owned by Ares Management LLC. Ares Enhanced Loan Investment Strategy Advisor IV, L.P. ("Ares Enhanced Loan Investment Strategy Advisor IV") serves as the investment adviser of AFF. (continued in footnote 4) ( 4 )Ares Enhanced Loan Investment Strategy Advisor IV GP, LLC serves as the general partner of Ares Enhanced Loan Investment Strategy Advisor IV and is wholly owned by Ares Management LLC. Ares ASIP VII Management L.P. ("Ares ASIP VII Management") serves as the investment adviser of both RSIU and TRC. Ares ASIP VII GP, LLC serves as the general partner of Ares ASIP VII Management, and is wholly owned by Ares Management LLC. Ares WLP Management L.P. serves as the investment adviser of Anthem, Inc. ("Anthem"). Ares WLP Management GP LLC serves as the general partner of Ares WLP Management L.P. and is wholly owned by Ares Management LLC. (continued in footnote 5) ( 5 )The sole member of Ares Management LLC is Ares Management Holdings L.P. ("Ares Management Holdings") and the general partner of Ares Management Holdings is Ares Holdco LLC ("Ares Holdco"), and the sole member of Ares Holdco is Ares Holdings Inc. ("Ares Holdings"), whose sole stockholder is Ares Management, L.P. The general partner of Ares Management, L.P. is Ares Management GP LLC ("Ares Management GP") and the sole member of Ares Management GP is Ares Partners Holdco LLC ("Ares Partners," and together with Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Holdings, Ares Management, L.P., and Ares Management GP, the "Ares Entities"). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, R. Kipp deVeer, David Kaplan, Antony Ressler and Bennett Rosenthal. (continued in footnote 6) ( 6 )Decisions by Ares Partners' board of managers generally are made by a majority of the members, which majority, subject to certain conditions, must include Antony Ressler. (continued in footnote 7) ( 7 )Each of the Ares Entities and the members of Ares Partners' board of managers and the other directors, officers, partners, stockholders, members and managers of the Ares Entities expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this Form 4 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067. ( 8 )The amount reported reflects an aggregate of 165,000 shares of Common Stock sold in open market sales in the following amounts: 71,740 shares sold by ASSF III, 14,885 shares sold by ASIP I, 33,180 shares sold by AFF, 19,728 shares sold by ARDC, 6,815 shares sold by ASIP IV, 12,554 shares sold by TRC, and 6,098 shares sold by RSUI. ( 9 )The amount reported reflects an aggregate of 754,609 shares of Common Stock, directly held in the following amounts: 329,498 shares by ASSF III, 10,334 shares by Anthem, 27,393 shares by RSUI, 54,590 shares by TRC, 30,207 shares by ASIP IV, 148,397 shares by AFF, 66,507 shares by ASIP I, and 87,683 shares by ARDC.

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