4//SEC Filing
Empyrean Capital Partners, LP 4
Accession 0000902664-19-001903
CIK 0001404624other
Filed
Apr 11, 8:00 PM ET
Accepted
Apr 12, 4:11 PM ET
Size
15.4 KB
Accession
0000902664-19-001903
Insider Transaction Report
Form 4
Empyrean Investments, LLC
10% Owner
Transactions
- Other
Class D Common Stock, par value $0.01 per share
2019-04-10$0.01/sh−65,350$654→ 0 total(indirect: See footnote)Exercise: $88.07→ Common Stock (65,350 underlying) - Other
Class C Common Stock, par value $0.01 per share
2019-04-10$0.01/sh−62,083$621→ 0 total(indirect: See footnote)Exercise: $67.14→ Common Stock (62,083 underlying) - Other
Common Stock, par value $0.01 per share ("Common Stock")
2019-04-10−1,877,387→ 0 total(indirect: See footnote)
Meron Amos
10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share ("Common Stock")
2019-04-10−1,877,387→ 0 total(indirect: See footnote) - Other
Class D Common Stock, par value $0.01 per share
2019-04-10$0.01/sh−65,350$654→ 0 total(indirect: See footnote)Exercise: $88.07→ Common Stock (65,350 underlying) - Other
Class C Common Stock, par value $0.01 per share
2019-04-10$0.01/sh−62,083$621→ 0 total(indirect: See footnote)Exercise: $67.14→ Common Stock (62,083 underlying)
Empyrean Capital Partners, LP
10% Owner
Transactions
- Other
Class C Common Stock, par value $0.01 per share
2019-04-10$0.01/sh−62,083$621→ 0 total(indirect: See footnote)Exercise: $67.14→ Common Stock (62,083 underlying) - Other
Class D Common Stock, par value $0.01 per share
2019-04-10$0.01/sh−65,350$654→ 0 total(indirect: See footnote)Exercise: $88.07→ Common Stock (65,350 underlying) - Other
Common Stock, par value $0.01 per share ("Common Stock")
2019-04-10−1,877,387→ 0 total(indirect: See footnote)
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
Documents
Issuer
Affinion Group Holdings, Inc.
CIK 0001404624
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001317195
Filing Metadata
- Form type
- 4
- Filed
- Apr 11, 8:00 PM ET
- Accepted
- Apr 12, 4:11 PM ET
- Size
- 15.4 KB