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SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* ELLIOTT INTERNATIONAL, L.P. (Last) (First) (Middle) C/O MAPLES & CALDER, P.O. BOX 309 UGLAND HOUSE, SOUTH CHURCH STREET (Street) GEORGE TOWN E9 00000 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Affinion Group Holdings, Inc. [ AFGR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/10/2019
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Common Stock, par value $0.01 per share ("Common Stock")	04/10/2019		J(2)(3)		1,691,426	D	$0(2)(3)	0	D(1)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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		J(2)(3)			47,223	05/10/2017	11/10/2022	Common Stock	47,223	$0(2)(3)	0	D(1)

Explanation of Responses:

1. This Form 4 is filed by Elliott International, L.P. (the "Reporting Person"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

2. On April 10, 2019, the Issuer and Affinion Group completed the Recapitalization, the Merger and the other transactions described in Amendment No. 4 to the Schedule 13D filed by the Reporting Person ("Amendment No. 4"). Immediately prior to the consummation of the Merger, the Reporting Person tendered its Existing Notes in the Exchange Offer, and received shares of Class M Common Stock, and such shares of Class M Common Stock were converted into New Common Stock and New Penny Warrants as a result of the Merger.

3. The shares of Common Stock reported herein were exchanged for New Investor Warrants in the Merger. The Warrants reported herein were mandatorily exercised immediately following the consummation of the Exchange Offer and the shares of Common Stock issued pursuant to such exercise were exchanged for New Investor Warrants in the Merger. Immediately following the consummation of the Recapitalization, the Merger and the other transactions described in Amendment No. 4, the Reporting Person owned 97,707 shares of New Common Stock, 4,404,157 New Penny Warrants and 156,061 New Investor Warrants. Capitalized terms not defined herein have the meaning set forth in Amendment No. 4.

	s/ Elliot Greenberg, Vice President of Elliott International Capital Advisers, Inc., as Attorney-in-Fact, for Elliott International, L.P.	04/12/2019
	/s/ Elliot Greenberg, Vice President of Elliott International Capital Advisers, Inc.	04/12/2019
	** Signature of Reporting Person	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).
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