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

SCHEDULE 13D
(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 13)

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)

December 6, 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)
 
 
N/A
 
 
 
 
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 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.

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)
 
 
N/A
 
 
 
 
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 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.

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)
 
 
N/A
 
 
 
 
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. 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.

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)
 
 
N/A
 
 
 
 
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.

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)
 
 
N/A
 
 
 
 
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.

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)
 
 
N/A
 
 
 
 
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.

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)
 
 
N/A
 
 
 
 
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.

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)
 
 
N/A
 
 
 
 
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.

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)
 
 
N/A
 
 
 
 
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.

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)
 
 
N/A
 
 
 
 
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.

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)
 
 
N/A
 
 
 
 
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.

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)
 
 
N/A
 
 
 
 
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.

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)
 
 
N/A
 
 
 
 
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 Putnam Investments Employees’ Securities Company III LLC.

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)
 
 
N/A
 
 
 
 
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.

15

This Amendment No. 13 (“Amendment No. 13”) 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, July 2, 2019 and November 14, 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. 13 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. 13 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:

On December 6, 2019, certain of the Reporting Persons made a distribution in kind, on a pro rata basis, for no additional consideration, of 5,246,230 shares of Common Stock to certain limited partners of such Reporting Persons. Additionally, on December 9, 2019, THL Managers VI, LLC (“Managers”) sold its 30,006 shares of Common Stock in multiple market transactions that ranged in price from $2.30 to $2.36 inclusive, for a weighted average price of $ 2.338954 per share, or approximately $70,183 in the aggregate. Upon request by the SEC staff, the Reporting Persons will provide full information regarding the number of shares of Common Stock of the Issuer sold by Managers at each separate price within the range.

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. 13 as of December 10, 2019, are incorporated herein by reference.
 
On December 6, 2019, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock and, as of December 9, 2019, no longer beneficially own any Common Stock of the Issuer.  As a result, pursuant to the Amended and Restated Stockholders Agreement, dated as of March 17, 2018, the rights and obligations of the Reporting Persons under the agreement have ceased.  Additionally, the voting and support obligations under the Ripple Letter Agreement have terminated. Accordingly, none of the Reporting Persons may be deemed to be a “group” within the meaning of Section 13(d)(3) of the Exchange Act, with either Goldman Sachs or Ripple.
 
(c) Other than as disclosed in Item 4 of this Amendment No. 13, none of the Reporting Persons has effected any transaction in Common Stock since November 14, 2019 (the date of the filing of Amendment No. 12).
 
(d) Not applicable.

(e) On December 6, 2019, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Common Stock.
 
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 5 of this Amendment No. 13 is incorporated herein by reference.

16

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: December 10, 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

17

 
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

18

 
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

19

 
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


20