X0306 4 2017-12-20 0 0001404624 Affinion Group Holdings, Inc. AFGR 0001645815 Palter Gilbert Samuel 37 MISTY CRESCENT NORTH YORK A6 M3B 1T2 ONTARIO, CANADA 1 0 0 0 Common Stock, $0.01 par value per share 2017-12-20 4 P 0 26276 A 26276 I By Metro SPV LLC Warrant (right to buy) 0.01 2017-12-20 4 P 0 6934 A 2020-11-09 Common Stock 6934 6934 I By Metro SPV LLC Class C Common Stock, $0.01 par value per share 67.14 2017-12-20 4 P 0 8 A Common Stock 8 8 I By Metro SPV LLC Class D Common Stock, $0.01 par value per share 88.07 2017-12-20 4 P 0 8 A Common Stock 8 8 I By Metro SPV LLC Warrant (right to buy) 0.01 2017-12-20 4 P 0 14515 A 2022-11-10 Common Stock 14515 14515 I By Metro SPV LLC Restricted Stock Unit 0.00 2017-12-20 4 A 0 147 0.00 A Common Stock 147 9951 I By Metro SPV LLC The reporting person acquired a minority, non-managing membership interest in Metro SPV LLC as consideration for consulting services provided to Metro SPV LLC. The reported securities are owned directly by Metro SPV LLC, in which the reporting person holds a minority, non-managing membership interest. Metro SPV LLC is prevented, pursuant to the Issuer's Fourth Amended and Restated Certificate of Incorporation, from voting shares in excess of 19.9% of the issued outstanding Common Stock until required consent has been obtained from the U.K. Financial Conduct Authority. Such consent has not been obtained. Accordingly, of the 1,429,926 shares of Common Stock underlying the warrants described in this report, 57,839 shares are currently exercisable by Metro SPV LLC (with a proportionate number attributable to the Reporting Person's minority, non-managing membership interest), and the Class C/D Common Stock representing the right to acquire up to 1,071 shares of Common Stock is not currently convertible. The Class C/D Common Stock has no expiration date. On December 18, 2017, the Compensation Committee of the Board of Directors of Affinion Group Holdings, Inc. (the "Issuer") granted to Metro SPV, LLC, as director by deputization, 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 Christophe Browne's continued board 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. The 147 RSUs reported on this report are owned directly by Metro SPV LLC, in which the reporting person holds a minority, non-managing membership interest. The reporting person also directly owns 9,804 RSUs. /s/ Gilbert S. Palter 2017-12-20