Sec Form 4 Filing - Browne Christophe @ 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 Browne Christophe 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 INTERMEDIATE CAPITAL GROUP, INC., 600 LEXINGTON AVENUE, 24TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/10/2019 (Street) NEW YORK, NY10022 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 ) 144,409 A 144,409 I ( 3 ) See footnote ( 3 ) Class M Common Stock, par value $0.01 per share 04/10/2019 J( 1 )( 2 ) 144,409 D 0 I ( 3 ) See footnote ( 3 ) (New) Common Stock, par value $0.000001 per share 04/10/2019 J( 1 )( 2 ) 144,409 A 144,409 I ( 3 ) See footnote ( 3 ) (Old) Common Stock, par value $0.01 per share 04/10/2019 J( 1 )( 2 ) 2,487,391 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 ) 113,536 ( 1 ) ( 2 ) 05/10/2017 11/10/2022 Common Stock 113,536 ( 1 ) ( 2 ) 0 I ( 3 ) See footnote ( 3 ) Warrant (right to buy) $ 0.01 04/10/2019 X( 1 )( 2 ) 462,266 ( 1 ) ( 2 ) 11/09/2015 11/09/2022 Common Stock 462,266 ( 1 ) ( 2 ) 0 I ( 3 ) See footnote ( 3 ) Warrant (right to buy) $ 0.01 04/10/2019 X( 1 )( 2 ) 112,590 ( 1 ) ( 2 ) 07/17/2017 11/10/2022 Common Stock 112,590 ( 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 ) 522 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 4 ) Common Stock 522 ( 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 ) 549 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 4 ) Common Stock 549 ( 1 ) ( 2 ) 0 I ( 3 ) See footnote ( 3 ) New Penny Warrants $ 0.01 04/10/2019 J( 1 )( 2 ) 1,453,149 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 1,453,149 ( 1 ) ( 2 ) 1,453,149 I ( 3 ) See footnote ( 3 ) New Investor Warrants $ 67.12 04/10/2019 J( 1 )( 2 ) 284,494 ( 1 ) ( 2 ) ( 1 )( 2 ) 04/10/2024 Common Stock 284,494 ( 1 ) ( 2 ) 284,494 I ( 3 ) See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Browne Christophe C/O INTERMEDIATE CAPITAL GROUP, INC. 600 LEXINGTON AVENUE, 24TH FLOOR NEW YORK, NY10022 X Signatures /s/ Christophe Browne 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. ( 3 )The securities reported herein are owned of record by Metro SPV LLC, and indirectly by (a) the ICG Strategic Secondaries II GP LP as the managing member of the SPV, (b) ICG Strategic Equity Associates II LLC as the general partner of the ICG Strategic Secondaries II GP LP, (c) ICG, Inc. as the sole managing member of ICG Strategic Equity Associates II LLC, (d) ICG FMC as ICG, Inc. is its wholly-owned subsidiary and (e) ICG plc as ICG FMC is its wholly-owned subsidiary. The Reporting Person is a Managing Director of ICG Strategic Secondaries Advisors LLC, and as such may be deemed to have beneficial ownership of the securities held directly by the SPV. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. ( 4 )The Class C/D Common Stock has no expiration date.

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.