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FRIER RICK PATRICK

Disclosed activity across 2 companies

Tapewire entity
150916
SEC CIK
0001669230

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Affinion Group Holdings, Inc.AFGR · Entity 158373DirectorApril 10, 2019April 12, 2019
WhiteHorse Finance, Inc.WHF · Entity 6515DirectorMarch 04, 2020March 06, 2020

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Affinion Group Holdings, Inc.

Report date April 10, 2019 · Filed April 12, 2019

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeDirect0 Reported balance After 2019-04-10 transaction · row 1 Sequence does not reconcile; account continuity is unresolved.
1 source row

Row 1 · 2019-04-10 · Disposition to issuer · Disposed 5,010 · Balance 0

F1: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F2: As a result of the Merger, each holder of the Issuer's common stock, par value $0.01 per share ("Existing Common Stock") that did not properly exercise appraisal rights received 0.089809 warrants ("New Investor Warrants") to purchase the Issuer's new common stock, par value $0.000001 ("New Common Stock") per share of Existing Common Stock. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

Common StockSEC Table I · non-derivativeDirect0 Reported balance After 2019-04-10 transaction · row 2 Sequence does not reconcile; account continuity is unresolved.
1 source row

Row 2 · 2019-04-10 · Disposition to issuer · Disposed 9,804 · Balance 0

F1: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F3: As a result of the Merger, each holder of the previously granted restricted stock units ("RSUs") that have not yet settled into shares of Existing Common Stock converted into the right to receive 0.089809 New Investor Warrants per RSU upon settlement of the RSUs, which will take place on the earlier of a (i) Change of Control (as defined in the Restricted Stock Unit Agreement for Directors) or (ii) the third anniversary of the date of grant of the RSUs, which was October 24, 2017. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

Warrants (right to buy)SEC Table II · derivative / convertible securityDirect449 Reported balance After 2019-04-10 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2019-04-10 · Grant · Acquired 449 · Balance 449

F1: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F2: As a result of the Merger, each holder of the Issuer's common stock, par value $0.01 per share ("Existing Common Stock") that did not properly exercise appraisal rights received 0.089809 warrants ("New Investor Warrants") to purchase the Issuer's new common stock, par value $0.000001 ("New Common Stock") per share of Existing Common Stock. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

Right to Receive WarrantsSEC Table II · derivative / convertible securityDirect880 Reported balance After 2019-04-10 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2019-04-10 · Grant · Acquired 880 · Balance 880

F1: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F3: As a result of the Merger, each holder of the previously granted restricted stock units ("RSUs") that have not yet settled into shares of Existing Common Stock converted into the right to receive 0.089809 New Investor Warrants per RSU upon settlement of the RSUs, which will take place on the earlier of a (i) Change of Control (as defined in the Restricted Stock Unit Agreement for Directors) or (ii) the third anniversary of the date of grant of the RSUs, which was October 24, 2017. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

Filing footnotes · ownership attribution and instrument terms

F1: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F2: As a result of the Merger, each holder of the Issuer's common stock, par value $0.01 per share ("Existing Common Stock") that did not properly exercise appraisal rights received 0.089809 warrants ("New Investor Warrants") to purchase the Issuer's new common stock, par value $0.000001 ("New Common Stock") per share of Existing Common Stock. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

F3: As a result of the Merger, each holder of the previously granted restricted stock units ("RSUs") that have not yet settled into shares of Existing Common Stock converted into the right to receive 0.089809 New Investor Warrants per RSU upon settlement of the RSUs, which will take place on the earlier of a (i) Change of Control (as defined in the Restricted Stock Unit Agreement for Directors) or (ii) the third anniversary of the date of grant of the RSUs, which was October 24, 2017. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

WhiteHorse Finance, Inc.

Report date March 04, 2020 · Filed March 06, 2020

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, par value $0.001 per shareSEC Table I · non-derivativeIndirectSee footnote3,700 Reported balance After 2020-03-04 transaction · row 1 Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source row

Row 1 · 2020-03-04 · Purchase · Acquired 3,700 · Balance 3,700

F1: Mr. Frier is the Grantor of the Rick P Frier Revocable Trust Dated 12/30/2015, which owns the reported securities. Mr. Frier disclaims beneficial ownership of shares of common stock held by the Rick P. Frier Revocable Trust Dated 12/30/2015, except to the extent of his pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: Mr. Frier is the Grantor of the Rick P Frier Revocable Trust Dated 12/30/2015, which owns the reported securities. Mr. Frier disclaims beneficial ownership of shares of common stock held by the Rick P. Frier Revocable Trust Dated 12/30/2015, except to the extent of his pecuniary interest therein.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
March 04, 2020 Filed Mar 6, 2020 16:31 UTC WhiteHorse Finance, Inc. WHF · Entity 6515 PurchaseCommon Stock, par value $0.001 per share 3,700 $13.88 $51,356.00
Disclosure

SEC source: 0001104659-20-030226 · tm2011913-1_4.xml · nonDerivative · entry 1

FRIER RICK PATRICK · CIK 0001669230 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 3,700

F1 · ownership.nature: Mr. Frier is the Grantor of the Rick P Frier Revocable Trust Dated 12/30/2015, which owns the reported securities. Mr. Frier disclaims beneficial ownership of shares of common stock held by the Rick P. Frier Revocable Trust Dated 12/30/2015, except to the extent of his pecuniary interest therein.

Read SEC document
April 10, 2019 Filed Apr 12, 2019 14:39 UTC Affinion Group Holdings, Inc. AFGR · Entity 158373 GrantRight to Receive Warrants · Derivative 880 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-010563 · doc4.xml · derivative · entry 4

FRIER RICK PATRICK · CIK 0001669230 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 880

Underlying: Warrants to Purchase Common Stock · 880 shares

Expires not disclosed

F1 · derivative.exercise_price: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F3 · derivative.exercise_price: As a result of the Merger, each holder of the previously granted restricted stock units ("RSUs") that have not yet settled into shares of Existing Common Stock converted into the right to receive 0.089809 New Investor Warrants per RSU upon settlement of the RSUs, which will take place on the earlier of a (i) Change of Control (as defined in the Restricted Stock Unit Agreement for Directors) or (ii) the third anniversary of the date of grant of the RSUs, which was October 24, 2017. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

F1 · kind: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F3 · kind: As a result of the Merger, each holder of the previously granted restricted stock units ("RSUs") that have not yet settled into shares of Existing Common Stock converted into the right to receive 0.089809 New Investor Warrants per RSU upon settlement of the RSUs, which will take place on the earlier of a (i) Change of Control (as defined in the Restricted Stock Unit Agreement for Directors) or (ii) the third anniversary of the date of grant of the RSUs, which was October 24, 2017. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

F1 · shares: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F3 · shares: As a result of the Merger, each holder of the previously granted restricted stock units ("RSUs") that have not yet settled into shares of Existing Common Stock converted into the right to receive 0.089809 New Investor Warrants per RSU upon settlement of the RSUs, which will take place on the earlier of a (i) Change of Control (as defined in the Restricted Stock Unit Agreement for Directors) or (ii) the third anniversary of the date of grant of the RSUs, which was October 24, 2017. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

F1 · price: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F3 · price: As a result of the Merger, each holder of the previously granted restricted stock units ("RSUs") that have not yet settled into shares of Existing Common Stock converted into the right to receive 0.089809 New Investor Warrants per RSU upon settlement of the RSUs, which will take place on the earlier of a (i) Change of Control (as defined in the Restricted Stock Unit Agreement for Directors) or (ii) the third anniversary of the date of grant of the RSUs, which was October 24, 2017. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

F3 · derivative.exercise_date: As a result of the Merger, each holder of the previously granted restricted stock units ("RSUs") that have not yet settled into shares of Existing Common Stock converted into the right to receive 0.089809 New Investor Warrants per RSU upon settlement of the RSUs, which will take place on the earlier of a (i) Change of Control (as defined in the Restricted Stock Unit Agreement for Directors) or (ii) the third anniversary of the date of grant of the RSUs, which was October 24, 2017. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

F3 · derivative.expiration_date: As a result of the Merger, each holder of the previously granted restricted stock units ("RSUs") that have not yet settled into shares of Existing Common Stock converted into the right to receive 0.089809 New Investor Warrants per RSU upon settlement of the RSUs, which will take place on the earlier of a (i) Change of Control (as defined in the Restricted Stock Unit Agreement for Directors) or (ii) the third anniversary of the date of grant of the RSUs, which was October 24, 2017. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

F1 · derivative.underlying_shares: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F3 · derivative.underlying_shares: As a result of the Merger, each holder of the previously granted restricted stock units ("RSUs") that have not yet settled into shares of Existing Common Stock converted into the right to receive 0.089809 New Investor Warrants per RSU upon settlement of the RSUs, which will take place on the earlier of a (i) Change of Control (as defined in the Restricted Stock Unit Agreement for Directors) or (ii) the third anniversary of the date of grant of the RSUs, which was October 24, 2017. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

F1 · balance_after: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F3 · balance_after: As a result of the Merger, each holder of the previously granted restricted stock units ("RSUs") that have not yet settled into shares of Existing Common Stock converted into the right to receive 0.089809 New Investor Warrants per RSU upon settlement of the RSUs, which will take place on the earlier of a (i) Change of Control (as defined in the Restricted Stock Unit Agreement for Directors) or (ii) the third anniversary of the date of grant of the RSUs, which was October 24, 2017. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

Read SEC document
April 10, 2019 Filed Apr 12, 2019 14:39 UTC Affinion Group Holdings, Inc. AFGR · Entity 158373 GrantWarrants (right to buy) · Derivative 449 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-010563 · doc4.xml · derivative · entry 3

FRIER RICK PATRICK · CIK 0001669230 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 449

Underlying: Common Stock · 449 shares

Expires not disclosed

F1 · derivative.exercise_price: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F2 · derivative.exercise_price: As a result of the Merger, each holder of the Issuer's common stock, par value $0.01 per share ("Existing Common Stock") that did not properly exercise appraisal rights received 0.089809 warrants ("New Investor Warrants") to purchase the Issuer's new common stock, par value $0.000001 ("New Common Stock") per share of Existing Common Stock. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

F1 · kind: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F2 · kind: As a result of the Merger, each holder of the Issuer's common stock, par value $0.01 per share ("Existing Common Stock") that did not properly exercise appraisal rights received 0.089809 warrants ("New Investor Warrants") to purchase the Issuer's new common stock, par value $0.000001 ("New Common Stock") per share of Existing Common Stock. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

F1 · shares: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F2 · shares: As a result of the Merger, each holder of the Issuer's common stock, par value $0.01 per share ("Existing Common Stock") that did not properly exercise appraisal rights received 0.089809 warrants ("New Investor Warrants") to purchase the Issuer's new common stock, par value $0.000001 ("New Common Stock") per share of Existing Common Stock. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

F1 · price: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F2 · price: As a result of the Merger, each holder of the Issuer's common stock, par value $0.01 per share ("Existing Common Stock") that did not properly exercise appraisal rights received 0.089809 warrants ("New Investor Warrants") to purchase the Issuer's new common stock, par value $0.000001 ("New Common Stock") per share of Existing Common Stock. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

F2 · derivative.exercise_date: As a result of the Merger, each holder of the Issuer's common stock, par value $0.01 per share ("Existing Common Stock") that did not properly exercise appraisal rights received 0.089809 warrants ("New Investor Warrants") to purchase the Issuer's new common stock, par value $0.000001 ("New Common Stock") per share of Existing Common Stock. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

F2 · derivative.expiration_date: As a result of the Merger, each holder of the Issuer's common stock, par value $0.01 per share ("Existing Common Stock") that did not properly exercise appraisal rights received 0.089809 warrants ("New Investor Warrants") to purchase the Issuer's new common stock, par value $0.000001 ("New Common Stock") per share of Existing Common Stock. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

F1 · derivative.underlying_shares: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F2 · derivative.underlying_shares: As a result of the Merger, each holder of the Issuer's common stock, par value $0.01 per share ("Existing Common Stock") that did not properly exercise appraisal rights received 0.089809 warrants ("New Investor Warrants") to purchase the Issuer's new common stock, par value $0.000001 ("New Common Stock") per share of Existing Common Stock. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

F1 · balance_after: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F2 · balance_after: As a result of the Merger, each holder of the Issuer's common stock, par value $0.01 per share ("Existing Common Stock") that did not properly exercise appraisal rights received 0.089809 warrants ("New Investor Warrants") to purchase the Issuer's new common stock, par value $0.000001 ("New Common Stock") per share of Existing Common Stock. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

Read SEC document
April 10, 2019 Filed Apr 12, 2019 14:39 UTC Affinion Group Holdings, Inc. AFGR · Entity 158373 Disposition to issuerCommon Stock 9,804 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-010563 · doc4.xml · nonDerivative · entry 2

FRIER RICK PATRICK · CIK 0001669230 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · kind: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F3 · kind: As a result of the Merger, each holder of the previously granted restricted stock units ("RSUs") that have not yet settled into shares of Existing Common Stock converted into the right to receive 0.089809 New Investor Warrants per RSU upon settlement of the RSUs, which will take place on the earlier of a (i) Change of Control (as defined in the Restricted Stock Unit Agreement for Directors) or (ii) the third anniversary of the date of grant of the RSUs, which was October 24, 2017. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

F1 · shares: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F3 · shares: As a result of the Merger, each holder of the previously granted restricted stock units ("RSUs") that have not yet settled into shares of Existing Common Stock converted into the right to receive 0.089809 New Investor Warrants per RSU upon settlement of the RSUs, which will take place on the earlier of a (i) Change of Control (as defined in the Restricted Stock Unit Agreement for Directors) or (ii) the third anniversary of the date of grant of the RSUs, which was October 24, 2017. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

F1 · price: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F3 · price: As a result of the Merger, each holder of the previously granted restricted stock units ("RSUs") that have not yet settled into shares of Existing Common Stock converted into the right to receive 0.089809 New Investor Warrants per RSU upon settlement of the RSUs, which will take place on the earlier of a (i) Change of Control (as defined in the Restricted Stock Unit Agreement for Directors) or (ii) the third anniversary of the date of grant of the RSUs, which was October 24, 2017. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

Read SEC document
April 10, 2019 Filed Apr 12, 2019 14:39 UTC Affinion Group Holdings, Inc. AFGR · Entity 158373 Disposition to issuerCommon Stock 5,010 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-010563 · doc4.xml · nonDerivative · entry 1

FRIER RICK PATRICK · CIK 0001669230 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · kind: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F2 · kind: As a result of the Merger, each holder of the Issuer's common stock, par value $0.01 per share ("Existing Common Stock") that did not properly exercise appraisal rights received 0.089809 warrants ("New Investor Warrants") to purchase the Issuer's new common stock, par value $0.000001 ("New Common Stock") per share of Existing Common Stock. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

F1 · price: On April 10, 2019, AGHI Merger Sub, Inc., a direct wholly owned subsidiary of Affinion Group Holdings, Inc. (the "Issuer"), merged with and into the Issuer with the Issuer as the surviving entity (the "Merger").

F2 · price: As a result of the Merger, each holder of the Issuer's common stock, par value $0.01 per share ("Existing Common Stock") that did not properly exercise appraisal rights received 0.089809 warrants ("New Investor Warrants") to purchase the Issuer's new common stock, par value $0.000001 ("New Common Stock") per share of Existing Common Stock. Initially, each New Investor Warrant will be exercisable for one share of New Common Stock at an exercise price of $67.12. The New Investor Warrants will be immediately exercisable upon issuance at the option of the holders thereof, and will be mandatorily redeemable by the Issuer on the fifth year anniversary of the initial issuance thereof, for $0.01 per share.

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October 24, 2017 Filed Oct 26, 2017 17:50 UTC Affinion Group Holdings, Inc. AFGR · Entity 158373 GrantCommon Stock 9,804 $0.00 $0.00
Disclosure

SEC source: 0000899243-17-024771 · doc4.xml · nonDerivative · entry 1

FRIER RICK PATRICK · CIK 0001669230 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,814

F1 · shares: Represents restricted stock units that constitute the right to receive one share of common stock of Affinion Group Holdings, Inc. (the "Issuer") upon settlement. The restricted stock units vest (i) 3/4 on October 24, 2017 (the "Date of Grant"), and (ii) an additional 1/12 on each of October 31, 2017 and the last day of the next two months thereafter, except in the event of a Change in Control (as defined in the Restricted Stock Unit Agreement for Directors), in which case all such restricted stock units will fully vest upon such Change in Control. Vested restricted stock units settle into shares of common stock of the Issuer on the earlier of (i) a Change in Control or (ii) on the third anniversary of the Date of Grant.

F2 · balance_after: Includes the grant reported in this Form 4 and also includes 5,010 restricted stock units that were previously reported and have vested but will not settle into shares of common stock of the Issuer until the earlier of (i) a Change in Control (as defined in the Restricted Stock Unit Agreement for Directors related to such restricted stock units) or (ii) on the third anniversary of the grant date of such restricted stock units.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.