UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~January 1226, ~~2015~~2016

Affinia Group Intermediate Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware		333-128166-10		34-2022081
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~IRS~~I.R.S. Employer Identification No.)

1 Wix Way Gastonia, North Carolina		28054
(Address of principal executive offices)		(Zip Code)

1 Wix Way

Gastonia, North Carolina 28054

(Address of principal executive offices, including zip code)

(704) 869-3300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~The following information is provided pursuant to~~ Item 2 1.0201. ofEntry ~~Form~~into ~~8-K,~~a ~~“Results~~Material ofDefinitive ~~Operations and Financial Condition~~Agreement.”

~~Item~~On 2January 26, 2016, Affinia Group Holdings Inc.02 –(“Holdings”), ~~Results~~a Delaware corporation and parent company of ~~Operations~~Affinia Group Intermediate Holdings Inc. (the “Company”), entered into an amendment (the “First Amendment”) to the agreement and ~~Financial~~plan ~~Condition~~of merger, dated as of August 13, 2015 (the “Merger Agreement”), with MANN+HUMMEL Holding GmbH, a German limited liability company (“MANN+HUMMEL”), M+H SUB 2015 INC., a Delaware corporation and an indirect wholly-owned subsidiary of MANN+HUMMEL, and James S. McElya and Joseph A. Onorato, collectively, acting solely as representative to the stockholders of Holdings and the holders of restricted stock units and phantom shares referred to in the Merger Agreement.

OnThe ~~November 12,~~First ~~2015,~~Amendment ~~Affinia~~extends the ~~Group~~Outside ~~Inc.~~Date, awhich ~~wholly-owned~~is ~~subsidiary~~the ofdate ~~Affinia~~on ~~Group~~or ~~Intermediate~~after which Holdings ~~Inc.,~~or ~~issued~~MANN+HUMMEL ashall ~~press~~have ~~release~~the ~~describing~~right ~~its sales~~to ~~and~~terminate ~~earnings results for~~ the ~~third~~Merger ~~quarter~~Agreement ~~ended~~if ~~September 30, 2015. A copy of~~ the ~~press~~merger ~~release~~has isnot ~~attached~~closed ~~hereto~~by assuch ~~Exhibit~~date, ~~99.~~to August 1, ~~and incorporated by reference herein~~2016.

~~The~~Other ~~information~~than ~~contained~~as inexpressly modified pursuant to the First Amendment, the Merger Agreement, a copy of which was filed as Exhibit 992.1 ~~shall~~to ~~not~~the beCompany’s ~~deemed~~Current Report ~~“filed”~~on ~~for~~Form ~~purposes~~8-K offiled with the Securities and Exchange ~~Act~~Commission ofon ~~1934~~August 17, 2015, remains in full force and effect as ~~amended~~originally (executed on August 13, 2015. The foregoing description of the First Amendment does not purport to be ~~“Exchange~~complete ~~Act”),~~and oris ~~incorporated~~subject byto, ~~reference~~and qualified in ~~any~~its ~~filing~~entirety ~~under~~by, the ~~Securities~~full ~~Act~~text of ~~1933,~~the asFirst ~~amended~~Amendment, ora ~~the~~copy ~~Exchange~~of ~~Act,~~which ~~except~~is filed as ~~shall~~Exhibit be2.1 ~~expressly~~to ~~set~~this ~~forth~~Current byReport ~~specific~~on ~~reference~~Form in8-K ~~such~~and ~~filing~~is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) ~~Exhibits~~ Exhibits

~~99.1~~The ~~Press~~Company ~~Release of Affinia Group Inc. issued November 12, 2015, furnished~~ herewith, ~~describing~~files ~~its~~the ~~sales~~following ~~and~~document ~~earnings~~as ~~results~~an ~~for~~exhibit ~~the~~to ~~third~~this ~~quarter~~report: ~~ended September 30, 2015.~~


Exhibit No.		Description

2.1		First Amendment to Agreement and Plan of Merger, dated as of January 26, 2016, by and among MANN+HUMMEL Holding GmbH, M+H SUB 2015 INC., Affinia Group Holdings Inc. and, collectively, James S. McElya and Joseph A. Onorato.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto ~~thereunto~~ duly authorized.

	Affinia Group Intermediate Holdings Inc.
Date: November 12, 2015	By:	/s/ David E. Sturgess
	Name:	David E. Sturgess
	Title:	General Counsel


Affinia Group Intermediate Holdings Inc.

By:		/s/ David E. Sturgess
Name:		David E. Sturgess
Title:		Secretary

3Date: January 29, 2016

~~EXHIBIT~~Exhibit ~~INDEX~~Index

99.1 Press Release of Affinia Group Inc. issued November 12, 2015, furnished herewith.


Exhibit No.		Description

2.1		First Amendment to Agreement and Plan of Merger, dated as of January 26, 2016, by and among MANN+HUMMEL Holding GmbH, M+H SUB 2015 INC., Affinia Group Holdings Inc. and, collectively, James S. McElya and Joseph A. Onorato.

Filing Compare · Affinia Group Intermediate Holdings Inc.