Sec Form 4 Filing - Palter Gilbert Samuel @ 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

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 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) 04/10/2019 (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 Class M Common Stock, par value $0.01 per share 04/10/2019 J( 1 )( 2 ) 2,166 A 2,166 I ( 3 ) See footnote ( 3 ) Class M Common Stock, par value $0.01 per share 04/10/2019 J( 1 )( 2 ) 2,166 D 0 I ( 3 ) See footnote ( 3 ) (New) Common Stock, par value $0.000001 per share 04/10/2019 J( 1 )( 2 ) 2,166 A 2,166 I ( 3 ) See footnote ( 3 ) (Old) Common Stock, par value $0.01 per share 04/10/2019 J( 1 )( 2 ) 37,311 D 0 I ( 3 ) See footnote ( 3 )

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 04/10/2019 X( 1 )( 2 ) 1,703 ( 1 ) ( 2 ) 05/10/2017 11/10/2022 Common Stock 1,703 ( 1 ) ( 2 ) 0 I ( 3 ) See footnote ( 3 ) Warrant (right to buy) $ 0.01 04/10/2019 X( 1 )( 2 ) 6,934 ( 1 ) ( 2 ) 11/09/2015 11/09/2022 Common Stock 6,934 ( 1 ) ( 2 ) 0 I ( 3 ) See footnote ( 3 ) Warrant (right to buy) $ 0.01 04/10/2019 X( 1 )( 2 ) 1,689 ( 1 ) ( 2 ) 07/17/2017 11/10/2022 Common Stock 1,689 ( 1 ) ( 2 ) 0 I ( 3 ) See footnote ( 3 ) Class C Common Stock, $0.01 par value per share $ 67.14 04/10/2019 J( 1 )( 2 ) 8 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 8 ( 1 ) ( 2 ) 0 I ( 3 ) See footnote ( 3 ) Class D Common Stock, $0.01 par value per share $ 88.07 04/10/2019 J( 1 )( 2 ) 8 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 8 ( 1 ) ( 2 ) 0 I ( 3 ) See footnote ( 3 ) New Penny Warrants $ 0.01 04/10/2019 J( 1 )( 2 ) 21,797 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 21,797 ( 1 ) ( 2 ) 21,797 I ( 3 ) See footnote ( 3 ) New Investor Warrants $ 67.12 04/10/2019 J( 1 )( 2 ) 4,267 ( 1 ) ( 2 ) ( 1 )( 2 ) 04/10/2024 Common Stock 4,267 ( 1 ) ( 2 ) 4,267 I ( 3 ) See footnote ( 3 )

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 04/12/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 10, 2019, Metro SPV LLC completed the transactions described in the Issuer's Current Report on Form 8-K filed March 4, 2019 (the "Restructuring"). In connection with the Restructuring:? Metro SPV LLC received 144,409 shares of the Issuer's Class M Common Stock, par value $0.01 per share (the "Class M Common Stock") and warrants (the "New Penny Warrants") to purchase 1,453,149 shares of common stock, par value $0.000001 per share (the "New Common Stock") in exchange for debt obligations of the Issuer owing to in the aggregate amount of $94,837,764 and as consideration for agreeing to purchase certain new debt obligations of the Issuer;? the 144,409 shares of Class M Common Stock were immediately converted into 144,409 shares of New Common Stock; and? all existing warrants held by Metro SPV LLC were exercised according to their terms for shares of common stock, par value $0.01 per share (the "Old Common Stock"). ( 2 )On April 10, 2019, In connection with the Restructuring:? all shares of Old Common Stock (including shares acquired as a result of the warrant exercises described above) held by Metro SPV LLC were exchanged for warrants to purchase 284,494 shares of New Common Stock (the "New Investor Warrants"); and? Metro SPV LLC surrendered all shares of Class C Common Stock, $0.01 par value per share (the "Class C Common Stock") and Class D Common Stock, $0.01 par value per share (the "Class D Common Stock") in exchange for $0.01 in cash per share.The New Penny Warrants have no expiration date. The New Penny Warrants and New Investor Warrants cannot be exercised until such time as any required consent has been obtained from the U.K. Financial Conduct Authority. Such consent has not been obtained. ( 3 )The reported securities are owned directly by Metro SPV LLC, in which the reporting person holds a minority, non-managing membership interest. The reporting person acquired a minority, non-managing membership interest in Metro SPV LLC as consideration for consulting services provided to Metro SPV LLC.

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.