4//SEC Filing
Iaccarino Michael L 4
Accession 0000899243-19-010567
CIK 0001404624other
Filed
Apr 11, 8:00 PM ET
Accepted
Apr 12, 2:43 PM ET
Size
9.1 KB
Accession
0000899243-19-010567
Insider Transaction Report
Form 4
Iaccarino Michael L
Director
Transactions
- Disposition to Issuer
Common Stock
2019-04-10−9,804→ 0 total - Award
Right to Receive Warrants
2019-04-10+880→ 880 total→ Warrants to Purchase Common Stock (880 underlying)
Footnotes (3)
- [F1]On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").
- [F2]As a result of the Merger, each holder of the previously granted restricted stock units ("RSUs") that have not yet settled into shares of the Issuer's common stock, par value $0.01 per share ("Existing Common Stock") converted into the right to receive 0.089809 warrants ("New Investor Warrants") to purchase the Issuer's new common stock, par value $0.000001 ("New Common Stock") per RSU upon settlement of the RSUs, which will take place on the earlier of a (i) Change of Control (as defined in the Restricted Stock Unit Agreement for Directors) or (ii) the third anniversary of the date of grant of the RSUs, which was October 24, 2017.
- [F3](Continued from Footnote 2) Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.
Documents
Issuer
Affinion Group Holdings, Inc.
CIK 0001404624
Entity typeother
Related Parties
1- filerCIK 0001376989
Filing Metadata
- Form type
- 4
- Filed
- Apr 11, 8:00 PM ET
- Accepted
- Apr 12, 2:43 PM ET
- Size
- 9.1 KB