4//SEC Filing
Intermediate Capital Group plc 4
Accession 0001140361-17-046899
CIK 0001404624other
Filed
Dec 19, 7:00 PM ET
Accepted
Dec 20, 4:54 PM ET
Size
17.3 KB
Accession
0001140361-17-046899
Insider Transaction Report
Form 4
Transactions
- Award
Restricted Stock Units
2017-12-18+9,804→ 9,804 totalExercise: $0.00→ Common Stock (9,804 underlying)
ICG FMC Ltd
10% Owner
Transactions
- Award
Restricted Stock Units
2017-12-18+9,804→ 9,804 totalExercise: $0.00→ Common Stock (9,804 underlying)
Metro SPV LLC
10% Owner
Transactions
- Award
Restricted Stock Units
2017-12-18+9,804→ 9,804 totalExercise: $0.00→ Common Stock (9,804 underlying)
Intermediate Capital Group plc
10% Owner
Transactions
- Award
Restricted Stock Units
2017-12-18+9,804→ 9,804 totalExercise: $0.00→ Common Stock (9,804 underlying)
ICG Strategic Secondaries II GP LP
10% Owner
Transactions
- Award
Restricted Stock Units
2017-12-18+9,804→ 9,804 totalExercise: $0.00→ Common Stock (9,804 underlying)
Intermediate Capital Group, Inc.
10% Owner
Transactions
- Award
Restricted Stock Units
2017-12-18+9,804→ 9,804 totalExercise: $0.00→ Common Stock (9,804 underlying)
Footnotes (3)
- [F1]On December 18, 2017, the Compensation Committee of the Board of Directors of Affinion Group Holdings, Inc. (the "Issuer") granted to Metro SPV LLC (the "SPV"), as director by deputization in respect of Christophe Browne's service on the board of directors of the Issuer, 9,804 restricted stock units, each representing the right to receive one share of Common Stock upon satisfaction of vesting and settlement conditions (the "RSUs"). The RSUs vest, subject to Mr. Browne's continued service, as follows: (i) 11/12 of the RSUs will vest as of December 18, 2017 and (ii) an additional 1/12 of the RSUs will vest on December 31, 2017. The RSUs will settle on the earlier of a change of control (as defined in the restricted stock unit agreement) or the third anniversary after the date of grant.
- [F2]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 that 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") may be deemed to have acquired pursuant to the SPV's receipt of the RSUs described herein. Equity Associates was formerly known as ICG Strategic Secondaries Associates II LLC.
- [F3]The reported securities may be deemed to be owned directly by the SPV and indirectly by (a) the Secondaries Fund GP as the managing member of the SPV, (b) Equity Associates as the general partner of the Secondaries 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.
Documents
Issuer
Affinion Group Holdings, Inc.
CIK 0001404624
Entity typeother
IncorporatedUnited Kingdom
Related Parties
1- filerCIK 0001705162
Filing Metadata
- Form type
- 4
- Filed
- Dec 19, 7:00 PM ET
- Accepted
- Dec 20, 4:54 PM ET
- Size
- 17.3 KB