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

(1)

Represents 289,000 shares of Common Stock owned by Elliott International, L.P. and 358,671 shares of Common Stock currently issuable upon exercise of the Warrants owned by Elliott International, L.P. The Reporting Persons (as defined below) are prevented from exercising the Warrants to the extent that after giving effect to such exercise, the Reporting Persons would beneficially own in excess of 9.9% of the shares of Common Stock outstanding immediately after giving effect to such exercise to the extent doing so would require the consent of, or notice to, a governmental authority, and such consent or notice has not been properly filed, including the ND Insurance Commissioner. Because such consents have not been obtained, 971,644 shares of Common Stock issuable upon the exercise or conversion of the Warrants are not included in the total shown above.

(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) 527,458 shares of Common Stock currently issuable upon exercise of the Warrants (see Note 1).

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Elliott International, L.P.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

	(a) [x]
	(b) [ ]

3.	SEC USE ONLY

4.	SOURCE OF FUNDS

	WC

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands, British West Indies

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.	SOLE VOTING POWER

	0

8.	SHARED VOTING POWER

	647,671 (1)

9.	SOLE DISPOSITIVE POWER

	0

10.	SHARED DISPOSITIVE POWER

	647,671 (1)

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	647,671 (1)

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	6.7% (1) (2)

14.	TYPE OF REPORTING PERSON

	PN

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

Published on May 23, 2017 at 1:09 pm by Insider Monkey Staff in Hedge Funds

Page 3 of 11 – SEC Filing

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