Sec Form 4 Filing - Palter Gilbert Samuel @ Affinion Group Holdings, Inc. - 2017-10-24

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 Palter Gilbert Samuel 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 141 ADELAIDE STREET WEST, SUITE 1002 3. Date of Earliest Transaction (MM/DD/YY) 10/24/2017 (Street) TORONTO, A6M5H 3L5 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

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 Restricted Stock Units $ 0 ( 1 ) 10/24/2017 A( 1 ) 9,804 ( 1 ) ( 1 ) Common Stock 9,804 $ 0 ( 1 ) 9,804 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Palter Gilbert Samuel C/O 141 ADELAIDE STREET WEST SUITE 1002 TORONTO, A6M5H 3L5 X Signatures /s/ Gilbert S. Palter 10/26/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 24, 2017, the Compensation Committee of the Board of Directors of Affinion Group Holdings, Inc. (the "Issuer") granted to Gilbert S. Palter 9,804 restricted stock units, each representing the right to receive one share of Common Stock upon satisfaction of vesting and settlement conditions (the "RSUs"). The RSUs vest, subject to Mr. Palter's continued service, as follows: (i) 3/4 of the RSUs will vest as of October 24, 2017 and (ii) an additional 1/12 of the RSUs will vest on each of October 31, 2017 and on the last day of the next two months thereafter. The RSUs will settle on the earlier of a change of control (as defined in the restricted stock unit agreement) or the third anniversary after the date of grant.

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).

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