SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Chatfield Joann

(Last) (First) (Middle)
2828 NORTH HARWOOD STREET
15TH FLOOR

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2017
3. Issuer Name and Ticker or Trading Symbol
MONEYGRAM INTERNATIONAL INC [ MGI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Marketing Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 9,202 D
Common Stock 3,202(1) D
Common Stock 7,043(2) D
Common Stock 5,307(3) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)(4) (4) 11/17/2021 Common Stock 640 17.03 D
Stock Option (right to buy)(5) (5) 02/26/2023 Common Stock 4,025 16.48 D
Stock Option (right to buy)(6) (6) 02/24/2024 Common Stock 2,867 20.08 D
Explanation of Responses:
1. Represents the number of shares of common stock issuable upon vesting of the remaining 1,603 time-based RSUs and 1,599 performance-based RSUs that were granted on February 25, 2015. The remaining time-based RSUs vest on the third anniversary of the grant date. The remaining performance-based RSUs vest on the third anniversary of the grant date as a result of the issuer achieving certain performance goals for the year ended Dec. 31, 2015.
2. Represents the number of shares of common stock issuable upon vesting of the remaining 5,909 time-based RSUs and 1,134 performance-based RSUs that were granted on February 23, 2016. The remaining time-based RSUs vest in equal installments on the second and third anniversary of the grant date. The remaining performance-based RSUs also vest in equal installments on the second and third anniversary of the grant date as a result of the issuer achieving certain performance goals for the year ended December 31, 2016.
3. Represents the number of shares of common stock issuable upon vesting of 3,538 time-based RSUs and the target number of shares of common stock eligible to be issued upon vesting of 1,769 performance-based RSUs that were granted on February 22, 2017. The time-based RSUs vest in 3 equal installments on each anniversary of the grant date. The performance-based RSUs vest in three equal installments on each anniversary of the grant date if the issuer achieves certain performance goals for the year ended December 31, 2017, subject to potential adjustments to take into account certain impacts of a proposed merger.
4. Fully vested, non-qualified stock option granted pursuant to the MoneyGram International, Inc. 2005 Omnibus Incentive Plan, as amended, pursuant to a Stock Option Agreement dated November 17, 2011.
5. Fully vested, non-qualified stock option granted pursuant to the MoneyGram International, Inc. 2005 Omnibus Incentive Plan, as amended, pursuant to a Stock Option Agreement dated February 26, 2013.
6. Fully vested, non-qualified stock option granted pursuant to the MoneyGram International, Inc. 2005 Omnibus Incentive Plan, as amended, pursuant to a Stock Option Agreement dated February 24, 2014.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Paul N. Beck, attorney-in-fact 05/17/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                      Exhibit 24

                                POWER OF ATTORNEY

        I, Joann Chatfield, do hereby appoint Francis Aaron Henry and Paul N.
Beck, as my true and lawful attorneys-in-fact (each an "Attorney-in-Fact" and,
collectively, the "Attorneys-in-Fact"), each, individually or jointly, with full
power of substitution and resubstitution, to have full power and authority to
act in my name, place and stead and on my behalf to:

        1)      execute and deliver for and on behalf of me, in my capacity as
                one or more of an officer, director, or significant stockholder
                of MoneyGram International, Inc. or any of its subsidiaries
                (collectively, the "Company"), reports, schedules, or other
                filings with respect to the reporting of ownership of or
                transactions in securities of the Company required to be made
                under the Securities Exchange Act of 1934, as amended (the
                "Exchange Act") or the Securities Act of 1933, as amended (the
                "Securities Act"), and the rules thereunder, including without
                limitation, Schedules 13D and 13G, Forms 3, 4 and 5 and Form 144
                and any amendments, corrections, supplements or other changes
                thereto;

        2)      do and perform any and all acts for and on behalf of me that
                such Attorney-in-Fact (in his or her sole discretion) determines
                may be necessary or desirable to complete and execute any
 such
                reports, schedules or other filings and timely file same with
                the U.S. Securities and Exchange Commission and any stock
                exchange or other authority; and

        3)      take any other action of any type whatsoever in connection with
                the foregoing which, in the sole opinion of such
                Attorney-in-Fact, may be of benefit to, in the best interest of,
                or legally required by me, it being understood that the
                documents executed by such Attorney-in-Fact on behalf of me
                pursuant to this Power of Attorney shall be in such form and
                shall contain such terms and conditions as such Attorney-in-Fact
                may approve in his or her sole discretion.

        I hereby ratify and confirm all that the Attorneys-in-Fact shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. I acknowledge that the Attorneys-in-Fact, in
serving in such capacity at my request, are not assuming, nor is the Company
assuming, (i) any of my responsibilities to comply with the requirements of the
Exchange Act or the Securities Act or any liability for my failure to comply
with such requirements, or (ii) any obligation or liability I incur for profit
disgorgement under Section 16(b) of the Exchange Act. I further acknowledge that
this Power of Attorney does not relieve me from responsibility for compliance
with my obligations under the Exchange Act or the Securities Act.

        This Power of Attorney shall remain in full force and effect until I am
no longer subject to Sections 13 and 16 of the Exchange Act and Rule 144 of the
Securities Act with respect to my holdings of and transactions in securities
issued by the Company, unless earlier revoked by me in a signed writing
delivered to the Attorneys-in-Fact.

        IN WITNESS WHEREOF, I have executed this Power of Attorney as of May 10,
2017.

                                        Signature: /s/ Joann Chatfield
                                                   ----------------------------
                                        Name:      Joann Chatfield