Sec Form 4 Filing - Metro SPV LLC @ Affinion Group Holdings, Inc. - 2019-02-28

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

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 Metro SPV 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) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O INTERMEDIATE CAPITAL GROUP, INC., 600 LEXINGTON AVENUE, 24TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2019 (Street) NEW YORK, NY10022 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

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 Warrant (right to buy) $ 0.01 02/28/2019 X 735,657 ( 1 ) 05/10/2017 11/10/2022 Common Stock 735,657 $ 0.01 694,269 D ( 2 )

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, NY10022 X X ICG Strategic Secondaries II GP LP C/O INTERMEDIATE CAPITAL GROUP, INC. 600 LEXINGTON AVENUE, 24TH FLOOR NEW YORK, NY10022 X X Intermediate Capital Group, Inc. 600 LEXINGTON AVENUE, 24TH FLOOR NEW YORK, NY10022 X X ICG FMC Ltd C/O INTERMEDIATE CAPITAL GROUP PLC JUXON HOUSE, 100 ST. PAUL'S, CHURCHYARD LONDON, X0EC4M 8BU X X Intermediate Capital Group plc JUXON HOUSE, 100 ST. PAUL'S, CHURCHYARD LONDON, X0EC4M 8BU X X ICG Strategic Equity Associates II LLC C/O INTERMEDIATE CAPITAL GROUP, INC. 600 LEXINGTON AVENUE, 24TH FLOOR NEW YORK, NY10022 X X 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 03/04/2019 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 03/04/2019 Signature of Reporting Person Date /s/ ICG Strategic Equity Associates II LLC, By: /s/ Andrew Hawkins, Name: Andrew Hawkins, Title: Authorized Signatory 03/04/2019 Signature of Reporting Person Date /s/ Intermediate Capital Group, Inc., By: /s/ Peter Lin, Name: Peter Lin, Title: Chief Compliance Officer 03/04/2019 Signature of Reporting Person Date /s/ ICG FMC Limited, By: /s/ Peter Lin, Name: Peter Lin, Title: Authorized Signatory 03/04/2019 Signature of Reporting Person Date /s/ Intermediate Capital Group plc, By: /s/ Peter Lin, Name: Peter Lin, Title: Authorized Signatory 03/04/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )The reported securities may be deemed to be owned directly by the SPV and indirectly by (a) the Secondaries Fund GP as the managing member of the SPV, (b) Equity Associates as the general partner of the Secondaries 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.

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

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.