SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Browne Christophe

(Last)

(First)

(Middle)

C/O INTERMEDIATE CAPITAL GROUP, INC.

600 LEXINGTON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/20/2017

3. Issuer Name and Ticker or Trading Symbol
Affinion Group Holdings, Inc. [ AFGR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value per share	1,751,734	I⁽¹⁾	By Metro SPV LLC

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant (right to buy)	11/09/2015⁽²⁾	11/09/2020	Common Stock	462,266	$0.01	I⁽¹⁾	By Metro SPV LLC
Class C Common Stock, $0.01 par value per share	⁽²⁾	⁽³⁾	Common Stock	522	$67.14	I⁽¹⁾	By Metro SPV LLC
Class D Common Stock, $0.01 par value per share	⁽²⁾	⁽³⁾	Common Stock	549	$88.07	I⁽¹⁾	By Metro SPV LLC
Warrant (right to buy)	05/10/2017⁽⁴⁾	11/10/2022	Common Stock	849,193	$0.01	I⁽¹⁾	By Metro SPV LLC
Warrant (right to buy)	07/17/2017⁽⁴⁾	11/10/2022	Common Stock	112,590	$0.01	I⁽¹⁾	By Metro SPV LLC

Explanation of Responses:

1. 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 Metro SPV LLC, (b) ICG Strategic Secondaries 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 Secondaries 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 Metro SPV LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

2. Metro SPV LLC is prevented, pursuant to the Issuer's Fourth Amended and Restated Certificate of Incorporation, from voting shares in excess of 19.9% of the issued outstanding Common Stock until required consent has been obtained from the U.K. Financial Conduct Authority. Such consent has not been obtained. Accordingly, of the 462,266 shares of Common Stock underlying this warrant, 57,839 shares are currently exercisable by Metro SPV LLC, and the Class C/D Common Stock representing the right to acquire up to 1,071 shares of Common Stock is not currently convertible.

3. The Class C/D Common Stock has no expiration date.

4. Metro SPV LLC is prevented, pursuant to the Issuer's Fourth Amended and Restated Certificate of Incorporation, from voting shares in excess of 19.9% of the issued outstanding Common Stock until required consent has been obtained from the U.K. Financial Conduct Authority. Such consent has not been obtained. Accordingly, none of the shares of Common Stock underlying this warrant are currently exercisable.

	/s/ Christophe Browne	07/31/2017
	** 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 5 (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.
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