13G Filing: Empyrean Capital Partners and Affinion Group Holdings Inc.

Page 3 of 9 – SEC Filing

1

NAMES OF REPORTING PERSONS

P EMP Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

186,867 (including 6,227 shares of Common Stock issuable
upon conversion of 6,227 shares of Class C Common Stock, 6,554 shares of Common Stock issuable upon conversion of 6,554 shares
of Class D Common Stock and 55,356 shares of Common Stock issuable upon the exercise of Warrants)

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

186,867 (including 6,227 shares of Common Stock issuable
upon conversion of 6,227 shares of Class C Common Stock, 6,554 shares of Common Stock issuable upon conversion of 6,554 shares
of Class D Common Stock and 55,356 shares of Common Stock issuable upon the exercise of Warrants)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

186,867 (including 6,227 shares of Common Stock issuable
upon conversion of 6,227 shares of Class C Common Stock, 6,554 shares of Common Stock issuable upon conversion of 6,554 shares
of Class D Common Stock and 55,356 shares of Common Stock issuable upon the exercise of Warrants)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.0%

12

TYPE OF REPORTING PERSON

CO

Follow Affinion Group Holdings Inc.