UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 12)

MONEYGRAM INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

60935Y208

(CUSIP Number)

Michael J. Aiello, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 12, 2019

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.


1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



13D
1
NAMES OF REPORTING PERSONS
 
 
Thomas H. Lee Advisors, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
5,276,236*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
5,276,236*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,276,236*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.50%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

*See Item 5. Includes shares directly owned by THL Managers VI, LLC, Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Equity Fund VI Investors (MoneyGram), LLC, THL Coinvestment Partners, L.P., THL Operating Partners, L.P., Great-West Investors L.P. and Putnam Investments Employees’ Securities Company III LLC.
Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

2

13D
1
NAMES OF REPORTING PERSONS
 
 
THL Holdco, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
5,276,236*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
5,276,236*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,276,236*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.50%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

*See Item 5. Includes shares directly owned by THL Managers VI, LLC, Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Equity Fund VI Investors (MoneyGram), LLC, THL Coinvestment Partners, L.P., THL Operating Partners, L.P., Great-West Investors L.P. and Putnam Investments Employees’ Securities Company III LLC.
Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

3

13D
1
NAMES OF REPORTING PERSONS
 
 
Thomas H. Lee Partners, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
5,276,236*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
5,276,236*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,276,236*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.50%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

*See Item 5. Includes shares directly owned by THL Managers VI, LLC, Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Equity Fund VI Investors (MoneyGram), LLC, THL Coinvestment Partners, L.P., THL Operating Partners, L.P., Great-West Investors L.P. and Putnam Investments Employees’ Securities Company III LLC.
Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

4

13D
1
NAMES OF REPORTING PERSONS
 
 
THL Equity Advisors VI, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
0*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

*See Item 5. Includes shares directly owned by Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., and THL Equity Fund VI Investors (MoneyGram), LLC.
Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

5

13D
1
NAMES OF REPORTING PERSONS
 
 
THL Managers VI, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
30,006*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
30,006*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
30,006*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
Less than 0.1%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

*See Item 5.
Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

6

13D
1
NAMES OF REPORTING PERSONS
 
 
Thomas H. Lee Equity Fund VI, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
0*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

*See Item 5.
Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

7

13D
1
NAMES OF REPORTING PERSONS
 
 
Thomas H. Lee Parallel Fund VI, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
0*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

*See Item 5.
Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

8

13D
1
NAMES OF REPORTING PERSONS
 
 
Thomas H. Lee Parallel (DT) Fund VI, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
0*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

*See Item 5.
Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

9

13D
1
NAMES OF REPORTING PERSONS
 
 
THL Equity Fund VI Investors (MoneyGram), LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
0*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

*See Item 5.
Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

10

13D
1
NAMES OF REPORTING PERSONS
 
 
THL Coinvestment Partners, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
37,296*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
37,296*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
37,296*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
Less than .1%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

*See Item 5.
Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

11

13D
1
NAMES OF REPORTING PERSONS
 
 
THL Operating Partners, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
45,950*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
45,950*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
45,950*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
Less than .1%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

*See Item 5.
Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

12

13D
1
NAMES OF REPORTING PERSONS
 
 
Great-West Investors, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
66,638*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
66,638*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
66,638*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.11%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

*See Item 5.
Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

13

13D
1
NAMES OF REPORTING PERSONS
 
 
Putnam Investments Holdings, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
66,613*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
66,613*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
66,613*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.11%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

*See Item 5. Includes shares directly owned by Putnam Investments Employees’ Securities Company III LLC.
Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

14

13D
1
NAMES OF REPORTING PERSONS
 
 
Putnam Investments Employees’ Securities Company III LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
-0-*
 
 
 
 
8
SHARED VOTING POWER
 
 
66,613*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
-0-*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
66,613*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
66,613*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.11%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

*See Item 5.
Based on 62,062,481 shares of common stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019.

15

This Amendment No. 12 (“Amendment No. 12”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on April 4, 2008, as amended on March 9, 2011, May 9, 2011, May 23, 2011, November 16, 2011, November 23, 2011, December 22, 2011, February 21, 2012, April 9, 2014, January 30, 2017, March 29, 2019 and July 2, 2019 and relating to the common stock, par value $0.01 per share (the “Common Stock”) of MoneyGram International, Inc. (the “Issuer” or  the “Company”) (the “Schedule 13D”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 12 does not modify any of the information previously reported in the Schedule 13D.  Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 12 shall have the meaning assigned to such term in the Schedule 13D.

Item 4.
Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

As previously disclosed by the Company, on November 12, 2019, certain of the Reporting Persons made a distribution in kind, on a pro rata basis, for no additional consideration, of: 18,461,622 shares of Common Stock to certain limited partners of such Reporting Persons; and 5,246,230 shares of Common Stock to the general partner and certain affiliates of such Reporting Persons, which shares are subject to a 15-trading day lock-up period.

Item 5.
Interest in Securities of the Company.

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a)(b)  The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 12 as of November 14, 2019, are incorporated herein by reference.  As of November 14, 2019, the Reporting Persons collectively may be deemed to beneficially own 5,276,236 shares, which constitute 8.50% of the Common Stock outstanding (based on 62,062,481 shares of Common Stock outstanding as of November 1, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2019 (the “Outstanding Shares”)).  By virtue of the relationships among the Reporting Persons described herein, the Reporting Persons may be deemed to share beneficial ownership with respect to the shares reported herein. Except to the extent of a pecuniary interest therein, each of the Reporting Persons expressly disclaims the existence of such beneficial ownership, except: (1) Advisors does not disclaim beneficial ownership of shares held by the THL Coinvest Entities; (2) Putnam Holdings does not disclaim beneficial ownership of shares held by Putnam; and (3) Great-West does not disclaim beneficial ownership of shares held by Putnam III and Putnam Holdings.
 
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As of November 14, 2019, the Reporting Persons beneficially own the number of shares as set forth in the table below.
 
Reporting Person
 
Number of Shares
Beneficially Owned
   
Percentage of
Outstanding Shares
 
Thomas H. Lee Advisors, LLC(1)
   
5,276,236
     
8.50
%
THL Holdco, LLC(2)
   
5,276,236
     
8.50
%
Thomas H. Lee Partners, L.P.(3)
   
5,276,236
     
8.50
%
THL Equity Advisors VI, LLC(4)
   
0
     
0
%
THL Managers VI, LLC
   
30,006
   
Less than .1%
 
Thomas H. Lee Equity Fund VI, L.P.
   
0
     
0
%
Thomas H. Lee Parallel Fund VI, L.P.
   
0
     
0
%
Thomas H. Lee Parallel (DT) Fund VI, L.P.
   
0
     
0
%
THL Equity Fund VI Investors (MoneyGram), LLC
   
0
     
0
%
THL Coinvestment Partners, L.P.
   
37,296
   
Less than .1%
 
THL Operating Partners, L.P.
   
45,950
   
Less than .1%
 
Great-West Investors L.P.(5)
   
66,638
     
0.11
%
Putnam Investments Holdings, LLC
   
66,613
     
0.11
%
Putnam Investments Employees’ Securities Company III LLC
   
66,613
     
0.11
%


(1)
As the general partner of THL Partners, Advisors may be deemed to share voting and dispositive power with respect to the shares of Common Stock collectively owned by all of the Reporting Persons.
(2)
As the managing member of Advisors, THL Holdco may be deemed to share voting and dispositive power with respect to the shares of Common Stock collectively owned by all of the Reporting Persons.
(3)
As the general partner of THL Coinvestment and THL Operating, the sole member of THL Equity Advisors VI and managing member of THL Managers, THL Partners may be deemed to share voting and dispositive power with respect to the shares of Common Stock collectively owned by all of the THL Reporting Persons.
(4)
As the general partner of Parallel Fund VI, DT Fund VI, THL Equity VI and the manager of Fund VI (MG), THL Equity Advisors VI may be deemed to share voting and dispositive power with respect to the shares of Common Stock owned by such entities.
(5)
Great-West indirectly controls Putnam III, so may also be deemed to have an indirect beneficial ownership of an additional 66,613 shares of Common Stock.

On account of the Amended and Restated Shareholders Agreement, dated as of March 17, 2008, the Reporting Persons may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, with Goldman Sachs.  As of November 14, 2019, in the aggregate the Reporting Persons and Goldman Sachs beneficially own 14,224,622 shares of Common Stock, representing 20.04% of the Common Stock outstanding.  This is based on (i) Goldman Sachs beneficially owning 38,152 shares of Common Stock and 8,910,234 shares of Common Stock issuable upon conversion of the Series D Stock, as reported by the Company in its 2019 Proxy Statement and (ii) 70,972,715 shares of Common Stock outstanding (calculated as the number of Outstanding Shares plus 8,910,234 shares of Common Stock issuable to Goldman Sachs upon conversion of the Series D Stock).
 
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On account of the Ripple Letter Agreement, the Reporting Persons may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Exchange Act, with Ripple.  As of November 14, 2019, in the aggregate the Reporting Persons and Ripple beneficially own 11,507,131 shares of Common Stock, representing 18.36% of the Common Stock outstanding.  This is based on (i) Ripple beneficially owning 5,610,923 shares of Common Stock and 619,972 shares of Common Stock issuable upon partial exercise of a warrant, as disclosed by Ripple in its Schedule 13D filed with the SEC on June 27, 2019 (the “Ripple 13D”) and (ii) 62,682,453 shares of Common Stock outstanding (calculated as the number of Outstanding Shares plus 619,972 shares of Common Stock issuable to Ripple upon partial exercise of a warrant).
 
The Reporting Persons disclaim beneficial ownership of the securities owned by Goldman Sachs and Ripple. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons or any of their respective affiliates are the beneficial owners of any of securities beneficially owned by Goldman Sachs or Ripple for purposes of Section 13(d) of the Exchange Act or for any other purpose.
 
(c) Other than as disclosed in Item 4 of this Amendment No. 12, none of the Reporting Persons has effected any transaction in the Shares in the 60 days prior to November 14, 2019.
 
(d) Under certain circumstances, partners or members of a Reporting Person, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting Person.

(e) Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The response to Item 4 of this Amendment No. 12 is incorporated herein by reference.

18

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 14, 2019

 
THOMAS H. LEE ADVISORS, LLC
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title
Managing Director
     
 
THL HOLDCO, LLC
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director
     
 
THOMAS H. LEE PARTNERS, L.P.
 
By: Thomas H. Lee Advisors, LLC, its general partner
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director
     
 
THL EQUITY ADVISORS VI, LLC
 
By: Thomas H. Lee Partners, L.P., its sole member
 
By: Thomas H. Lee Advisors, LLC, its general partner
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
     

19

 
THOMAS H. LEE EQUITY FUND VI, L.P.
 
By: THL Equity Advisors VI, LLC, its general partner
 
By: Thomas H. Lee Partners, L.P., its sole member
 
By: Thomas H. Lee Advisors, LLC, its general partner
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director
     
 
THOMAS H. LEE PARALLEL FUND VI, L.P.
 
By: THL Equity Advisors VI, LLC, its general partner
 
By: Thomas H. Lee Partners, L.P., its sole member
 
By: Thomas H. Lee Advisors, LLC, its general partner
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director

 
THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
 
By: THL Equity Advisors VI, LLC, its general partner
 
By: Thomas H. Lee Partners, L.P., its sole member
 
By: Thomas H. Lee Advisors, LLC, its general partner
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director
     
 
THL COINVESTMENT PARTNERS, L.P.
 
By: Thomas H. Lee Partners, L.P., its general partner
 
By: Thomas H. Lee Advisors, LLC, its general partner
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director

20

 
THL OPERATING PARTNERS, L.P.
 
By: Thomas H. Lee Partners, L.P., its general partner
 
By: Thomas H. Lee Advisors, LLC, its general partner
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director
     
 
THL EQUITY FUND VI INVESTORS (MONEYGRAM), LLC
 
By: THL Equity Advisors VI, LLC, its manager
 
By: Thomas H. Lee Partners, L.P., its general partner
 
By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director

 
THL MANAGERS VI, LLC
 
By: Thomas H. Lee Partners, L.P., its managing member
 
By: Thomas H. Lee Advisors, LLC, its general partner
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director
     
 
GREAT-WEST INVESTORS, L.P.
 
By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director

21

 
PUTNAM INVESTMENTS HOLDINGS, LLC
 
By: Putnam Investments, LLC, its managing member
 
By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
 
By: THL Holdco, LLC, its managing member
   
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director

 
PUTNAM INVESTMENTS EMPLOYEES’
SECURITIES COMPANY III LLC
 
By: Putnam Investments Holdings, LLC, its managing member
 
By: Putnam Investments, LLC, its managing member
 
By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name:
Charles P. Holden
 
Title:
Managing Director


22