0001140361-17-046899.txt : 20171220 0001140361-17-046899.hdr.sgml : 20171220 20171220165413 ACCESSION NUMBER: 0001140361-17-046899 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171218 FILED AS OF DATE: 20171220 DATE AS OF CHANGE: 20171220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Intermediate Capital Group plc CENTRAL INDEX KEY: 0001705162 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55577 FILM NUMBER: 171267286 BUSINESS ADDRESS: STREET 1: JUXON HOUSE STREET 2: 100 ST. PAUL'S CHURCHYARD CITY: LONDON STATE: X0 ZIP: EC4M 8BU BUSINESS PHONE: 0044 203 201 7700 MAIL ADDRESS: STREET 1: JUXON HOUSE STREET 2: 100 ST. PAUL'S CHURCHYARD CITY: LONDON STATE: X0 ZIP: EC4M 8BU REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICG FMC Ltd CENTRAL INDEX KEY: 0001705292 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55577 FILM NUMBER: 171267285 BUSINESS ADDRESS: STREET 1: C/O INTERMEDIATE CAPITAL GROUP PLC STREET 2: JUXON HOUSE 100 ST. PAUL'S CHURCHYARD CITY: LONDON STATE: X0 ZIP: EC4M 8BU BUSINESS PHONE: 0044 203 201 7700 MAIL ADDRESS: STREET 1: C/O INTERMEDIATE CAPITAL GROUP PLC STREET 2: JUXON HOUSE 100 ST. PAUL'S CHURCHYARD CITY: LONDON STATE: X0 ZIP: EC4M 8BU REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Intermediate Capital Group, Inc. CENTRAL INDEX KEY: 0001705157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55577 FILM NUMBER: 171267287 BUSINESS ADDRESS: STREET 1: 600 LEXINGTON AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-710-9650 MAIL ADDRESS: STREET 1: 600 LEXINGTON AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICG Strategic Secondaries II GP LP CENTRAL INDEX KEY: 0001704900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55577 FILM NUMBER: 171267288 BUSINESS ADDRESS: STREET 1: C/O INTERMEDIATE CAPITAL GROUP, INC. STREET 2: 600 LEXINGTON AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-710-9650 MAIL ADDRESS: STREET 1: C/O INTERMEDIATE CAPITAL GROUP, INC. STREET 2: 600 LEXINGTON AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICG Strategic Equity Associates II LLC CENTRAL INDEX KEY: 0001704887 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55577 FILM NUMBER: 171267284 BUSINESS ADDRESS: STREET 1: C/O INTERMEDIATE CAPITAL GROUP, INC. STREET 2: 600 LEXINGTON AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-710-9650 MAIL ADDRESS: STREET 1: C/O INTERMEDIATE CAPITAL GROUP, INC. STREET 2: 600 LEXINGTON AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: ICG Strategic Secondaries Associates II LLC DATE OF NAME CHANGE: 20170426 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Metro SPV LLC CENTRAL INDEX KEY: 0001704963 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55577 FILM NUMBER: 171267289 BUSINESS ADDRESS: STREET 1: C/O MAPLES FIDUCIARY SERVICES (DELAWARE) STREET 2: INC., 4001 KENNETT PIKE, SUITE 302 CITY: WILMINGTON STATE: DE ZIP: 19807 BUSINESS PHONE: 302-338-9127 MAIL ADDRESS: STREET 1: C/O MAPLES FIDUCIARY SERVICES (DELAWARE) STREET 2: INC., 4001 KENNETT PIKE, SUITE 302 CITY: WILMINGTON STATE: DE ZIP: 19807 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Affinion Group Holdings, Inc. CENTRAL INDEX KEY: 0001404624 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 161732155 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6 HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: (203) 956-1000 MAIL ADDRESS: STREET 1: 6 HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06905 4 1 doc1.xml FORM 4 X0306 4 2017-12-18 0 0001404624 Affinion Group Holdings, Inc. AFGR 0001704963 Metro SPV LLC C/O INTERMEDIATE CAPITAL GROUP, INC. 600 LEXINGTON AVENUE, 24TH FLOOR NEW YORK NY 10022 1 0 1 0 0001704900 ICG Strategic Secondaries II GP LP C/O INTERMEDIATE CAPITAL GROUP, INC. 600 LEXINGTON AVENUE, 24TH FLOOR NEW YORK NY 10022 1 0 1 0 0001705157 Intermediate Capital Group, Inc. C/O INTERMEDIATE CAPITAL GROUP, INC. 600 LEXINGTON AVENUE, 24TH FLOOR NEW YORK NY 10022 1 0 1 0 0001705162 Intermediate Capital Group plc JUXON HOUSE, 100 ST. PAUL'S CHURCHYARD LONDON X0 EC4M 8BU UNITED KINGDOM 1 0 1 0 0001705292 ICG FMC Ltd C/O INTERMEDIATE CAPITAL GROUP PLC JUXON HOUSE, 100 ST. PAUL'S CHURCHYARD LONDON X0 EC4M 8BU UNITED KINGDOM 1 0 1 0 0001704887 ICG Strategic Equity Associates II LLC C/O INTERMEDIATE CAPITAL GROUP, INC. 600 LEXINGTON AVENUE, 24TH FLOOR NEW YORK NY 10022 1 0 1 0 Restricted Stock Units 0 2017-12-18 4 A 0 9804 0 A Common Stock 9804 9804 D On December 18, 2017, the Compensation Committee of the Board of Directors of Affinion Group Holdings, Inc. (the "Issuer") granted to Metro SPV LLC (the "SPV"), as director by deputization in respect of Christophe Browne's service on the board of directors of the Issuer, 9,804 restricted stock units, each representing the right to receive one share of Common Stock upon satisfaction of vesting and settlement conditions (the "RSUs"). The RSUs vest, subject to Mr. Browne's continued service, as follows: (i) 11/12 of the RSUs will vest as of December 18, 2017 and (ii) an additional 1/12 of the RSUs will vest on December 31, 2017. The RSUs will settle on the earlier of a change of control (as defined in the restricted stock unit agreement) or the third anniversary after the date of grant. This Form 4 is being filed jointly pursuant to Rule 16a-1(a)(3) and Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to report the beneficial ownership that the SPV, ICG Strategic Secondaries II GP LP (the "Secondaries Fund GP"), ICG Strategic Equity Associates II LLC ("Equity Associates"), Intermediate Capital Group, Inc. ("ICG, Inc."), ICG FMC Limited ("ICG FMC") and Intermediate Capital Group plc ("ICG plc") (together, the "Reporting Persons") may be deemed to have acquired pursuant to the SPV's receipt of the RSUs described herein. Equity Associates was formerly known as ICG Strategic Secondaries Associates II LLC. The reported securities may be deemed to be owned directly by the SPV and indirectly by (a) the Secondaries Fund GP as the managing member of the SPV, (b) Equity Associates as the general partner of the Secondaries Fund GP, (c) ICG, Inc. as the sole managing member of Equity Associates, (d) ICG FMC as ICG, Inc. is its wholly-owned subsidiary and (e) ICG plc as ICG FMC is its wholly-owned subsidiary. Metro SPV LLC, By: ICG Strategic Secondaries II GP LP, its managing member, By: ICG Strategic Equity Associates II LLC, its general partner, By: /s/ Scott Huff, Name: Scott Huff, Title: Authorized Signatory 2017-12-20 ICG Strategic Secondaries II GP LP, By: ICG Strategic Equity Associates II LLC, its general partner, By: /s/ Scott Huff, Name: Scott Huff, Title: Authorized Signatory 2017-12-20 ICG Strategic Equity Associates II LLC, By /s/ Scott Huff, Name: Scott Huff, Title: Authorized Signatory 2017-12-20 Intermediate Capital Group, Inc., /s/ Peter Lin, Name: Peter Lin, Title: Chief Compliance Officer 2017-12-20 ICG FMC Limited, By: /s/ Chris Connelly, Name: Chris Connelly, Title: Senior Managing Director 2017-12-20 Intermediate Capital Group plc, By: /s/ Andrew Lewis, Bindesh Savjani, Name: Andrew Lewis, Bindesh Savjani, Title: General Counsel for ICG Group, Chief Risk Officer 2017-12-20