X0306 4 2017-07-17 0 0001404624 Affinion Group Holdings, Inc. AFGR 0000904495 ELLIOTT ASSOCIATES, L.P. 40 WEST 57TH STREET, 30TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock, par value $0.01 per share 136000 D Warrant (Right to Buy) 0.01 2017-07-17 4 X 0 56157 0.00 A 2022-11-10 Common Stock 56157 682187 D This Form 4 is filed by Elliott Associates, L.P. (the "Reporting Person"). The Reporting Person may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding common stock. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Warrants to buy shares of Common Stock received from the Issuer pursuant to the Amended and Restated Investor Purchase Agreement, dated as of May 9, 2017 are currently exercisable. /s/ Elliot Greenberg, Vice President of Braxton Associates, Inc., as General Partner of Elliott Capital Advisors, L.P., as General Partner, of Elliott Associates, L.P. 2017-08-22