Palter Gilbert Samuel 4
4 · Affinion Group Holdings, Inc. · Filed Apr 12, 2019
Insider Transaction Report
Form 4
Palter Gilbert Samuel
Director
Transactions
- Other
New Investor Warrants
2019-04-10+4,267→ 4,267 total(indirect: See footnote)Exercise: $67.12Exp: 2024-04-10→ Common Stock (4,267 underlying) - Other
Class M Common Stock, par value $0.01 per share
2019-04-10+2,166→ 2,166 total(indirect: See footnote) - Other
(Old) Common Stock, par value $0.01 per share
2019-04-10−37,311→ 0 total(indirect: See footnote) - Other
Class C Common Stock, $0.01 par value per share
2019-04-10−8→ 0 total(indirect: See footnote)Exercise: $67.14→ Common Stock (8 underlying) - Exercise of In-Money
Warrant (right to buy)
2019-04-10−6,934→ 0 total(indirect: See footnote)Exercise: $0.01From: 2015-11-09Exp: 2022-11-09→ Common Stock (6,934 underlying) - Other
Class D Common Stock, $0.01 par value per share
2019-04-10−8→ 0 total(indirect: See footnote)Exercise: $88.07→ Common Stock (8 underlying) - Other
New Penny Warrants
2019-04-10+21,797→ 21,797 total(indirect: See footnote)Exercise: $0.01→ Common Stock (21,797 underlying) - Other
(New) Common Stock, par value $0.000001 per share
2019-04-10+2,166→ 2,166 total(indirect: See footnote) - Other
Class M Common Stock, par value $0.01 per share
2019-04-10−2,166→ 0 total(indirect: See footnote) - Exercise of In-Money
Warrant (right to buy)
2019-04-10−1,703→ 0 total(indirect: See footnote)Exercise: $0.01From: 2017-05-10Exp: 2022-11-10→ Common Stock (1,703 underlying) - Exercise of In-Money
Warrant (right to buy)
2019-04-10−1,689→ 0 total(indirect: See footnote)Exercise: $0.01From: 2017-07-17Exp: 2022-11-10→ Common Stock (1,689 underlying)
Footnotes (3)
- [F1]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").
- [F2]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.
- [F3]The reported securities are owned directly by Metro SPV LLC, in which the reporting person holds a minority, non-managing membership interest. The reporting person acquired a minority, non-managing membership interest in Metro SPV LLC as consideration for consulting services provided to Metro SPV LLC.