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).

1. Name and Address of Reporting Person* Empyrean Capital Partners, LP (Last) (First) (Middle) 10250 CONSTELLATION BOULEVARD SUITE 2950 (Street) LOS ANGELES CA 90067 (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) Form filed by One Reporting Person X 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(1)		1,877,387	D	$0(1)	0	I	See footnote(2)

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
Class C Common Stock, par value $0.01 per share	$67.14	04/10/2019		J(3)			62,083	(4)	(4)	Common Stock	62,083	$0.01(3)	0	I	See footnote(2)
Class D Common Stock, par value $0.01 per share	$88.07	04/10/2019		J(3)			65,350	(4)	(4)	Common Stock	65,350	$0.01(3)	0	I	See footnote(2)

1. Name and Address of Reporting Person* Empyrean Capital Partners, LP (Last) (First) (Middle) 10250 CONSTELLATION BOULEVARD SUITE 2950 (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Empyrean Investments, LLC (Last) (First) (Middle) 10250 CONSTELLATION BOULEVARD SUITE 2950 (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Meron Amos (Last) (First) (Middle) 10250 CONSTELLATION BLVD. SUITE 2950 (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On April 10, 2019, the Issuer and Affinion Group, Inc. completed the Recapitalization, the Merger and the other transactions described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2019 (the "March 8-K"). Immediately prior to the consummation of the Merger, the Reporting Persons and certain of their affiliates tendered their Existing Notes in the Exchange Offer, and received shares of Class M Common Stock and New Penny Warrants, and such shares of Class M Common Stock were converted into New Common Stock as a result of the Merger. The shares of Common Stock reported herein were exchanged for New Investor Warrants. Immediately following the consummation of the Recapitalization, the Merger and the other transactions described in the March 8-K, the Reporting Persons and its affiliates owned 144,409 shares of New Common Stock, 947,133 New Penny Warrants and 168,606 New Investor Warrants.

2. The securities reported herein were owned of record by Empyrean Investments, LLC. Empyrean Capital Partners, LP (the "Investment Manager") serves as the sole member of Empyrean Investments, LLC. Empyrean Capital, LLC serves as the general partner of the Investment Manager. Amos Meron is the managing member of Empyrean Capital, LLC, and as such may have been deemed to have beneficial ownership of the securities held directly by Empyrean Investments, LLC. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

3. As a result of the Merger, the Reporting Persons' shares of Class C Common Stock and Class D Common Stock were cashed out at a price of $0.01 per share.

4. Each share of Class C Common Stock and each share of Class D Common Stock was convertible into one share of Common Stock at the option of the holder thereof upon delivery of an exercise notice and the payment of the applicable exercise price.

Remarks:

Capitalized terms not defined in this Form 4 have the meaning set forth in the March 8-K.

	EMPYREAN CAPITAL PARTNERS, LP, By: /s/ C. Martin Meekins, its Chief Operating Officer	04/12/2019
	EMPYREAN INVESTMENTS, LLC, By: Empyrean Capital Partners, LP, its Sole Member,By: /s/ C. Martin Meekins, its Chief Operating Officer	04/12/2019
	AMOS MERON, By: /s/ Amos Meron	04/12/2019
	** Signature of Reporting Person	Date
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