Sec Form 4 Filing - Metro SPV LLC @ 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

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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) X __ Other (specify below) See Remarks (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) _____ 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 Class M Common Stock, par value $0.01 per share 04/10/2019 J( 1 )( 2 ) 144,409 A 144,409 D ( 3 ) ( 4 ) Class M Common Stock, par value $0.01 per share 04/10/2019 J( 1 )( 2 ) 144,409 D 0 D ( 3 ) ( 4 ) (New) Common Stock, par value $0.000001 per share 04/10/2019 J( 1 )( 2 ) 144,409 A 144,409 D ( 3 ) ( 4 ) (Old) Common Stock, par value $0.01 per share 04/10/2019 J( 1 )( 2 ) 2,487,391 D 0 D ( 3 ) ( 4 )

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 D ( 3 ) ( 4 ) 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 D ( 3 ) ( 4 ) 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 D ( 3 ) ( 4 ) Class C Common Stock, $0.01 par value per share $ 67.14 04/10/2019 J( 1 )( 2 ) 522 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 5 ) Common Stock 522 ( 1 ) ( 2 ) 0 D ( 3 ) ( 4 ) Class D Common Stock, $0.01 par value per share $ 88.07 04/10/2019 J( 1 )( 2 ) 549 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 5 ) Common Stock 549 ( 1 ) ( 2 ) 0 D ( 3 ) ( 4 ) 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 D ( 3 ) ( 4 ) 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 D ( 3 ) ( 4 )

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 See Remarks ICG Strategic Secondaries II GP LP C/O INTERMEDIATE CAPITAL GROUP, INC. 600 LEXINGTON AVENUE, 24TH FLOOR NEW YORK, NY10022 See Remarks ICG Strategic Equity Associates II LLC C/O INTERMEDIATE CAPITAL GROUP, INC. 600 LEXINGTON AVENUE, 24TH FLOOR NEW YORK, NY10022 See Remarks Intermediate Capital Group, Inc. 600 LEXINGTON AVENUE, 24TH FLOOR NEW YORK, NY10022 See Remarks ICG FMC Ltd C/O INTERMEDIATE CAPITAL GROUP PLC, JUXON HOUSE, 100 ST. PAUL'S, CHURCHYARD LONDON, X0EC4M 8BU See Remarks Intermediate Capital Group plc JUXON HOUSE, 100 ST. PAUL'S, CHURCHYARD LONDON, X0EC4M 8BU See Remarks 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 04/12/2019 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 04/12/2019 Signature of Reporting Person Date /s/ ICG Strategic Equity Associates II LLC, By: /s/ Andrew Hawkins, Name: Andrew Hawkins, Title: Authorized Signatory 04/12/2019 Signature of Reporting Person Date /s/ Intermediate Capital Group, Inc., By: /s/ Peter Lin, Name: Peter Lin, Title: Chief Compliance Officer 04/12/2019 Signature of Reporting Person Date /s/ ICG FMC Limited, By: /s/ Peter Lin, Name: Peter Lin, Title: Authorized Signatory 04/12/2019 Signature of Reporting Person Date /s/ Intermediate Capital Group plc, By: /s/ Peter Lin, Name: Peter Lin, Title: Authorized Signatory 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 )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"). ( 4 )The reported securities may be deemed to be owned directly by the SPV and indirectly by (a) the Equity Fund GP as the managing member of the SPV, (b) Equity Associates as the general partner of the Equity 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. ( 5 )The Class C/D Common Stock has no expiration date.

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).

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