13D Filing: Elliott Associates, L.P. and Affinion Group Holdings Inc. (AFGR)

(1)

Represents 136,000 shares of Common Stock owned by Elliott Associates, L.P. and 626,030 shares of Common Stock issuable upon exercise of Warrants owned by Elliott Associates, L.P. The Reporting Persons (as defined below) are prevented from owning more than 17.2% of the shares of the issuer on a fully diluted basis without obtaining the consent of the North Dakota Insurance Commissioner. In addition, these shares do not include an additional 52,430 shares of Common Stock issuable upon exercise or conversion of Warrants expected to be received on or about July 15, 2017.

(2)

 For purposes of calculating beneficial ownership of the Reporting Persons, the total number of shares of Common Stock outstanding is based on (1) 9,093,330 shares of Common Stock outstanding as of May 11, 2017 as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2017 and (2) 1,956,345 shares of Common Stock issuable upon exercise of the Warrants.