SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GSMP V ONSHORE US, LTD.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MONEYGRAM INTERNATIONAL INC [ MGI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 38,202 I See footnotes(1)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Part. Conv. Pref. Stk., par value $0.01 (2) 07/31/2020 S 2,400(3) (2) (2) Common Stock 300,000 $3.49(3)(5) 68,881.9027(4) I See footnotes(1)(4)
Series D Part. Conv. Pref. Stk., par value $0.01 (2) 08/03/2020 S 3,520(3) (2) (2) Common Stock 440,000 $3.54(3)(6) 65,361.9012(4) I See footnotes(1)(4)
Series D Part. Conv. Pref. Stk., par value $0.01 (2) 08/04/2020 S 3,000(3) (2) (2) Common Stock 375,000 $3.58(3)(7) 62,361.8998(4) I See footnotes(1)(4)
1. Name and Address of Reporting Person*
GSMP V ONSHORE US, LTD.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Broad Street Principal Investments, L.L.C.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GS MEZZANINE PARTNERS V OFFSHORE FUND, L.L.C.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GS MEZZANINE PARTNERS V OFFSHORE FUND, L.P.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GSMP V OFFSHORE US, LTD.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.L.C.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.P.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GSMP V INSTITUTIONAL US, LTD.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GS MEZZANINE PARTNERS V ONSHORE FUND, L.L.C.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GS MEZZANINE PARTNERS V ONSHORE FUND, L.P.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
Explanation of Responses:
1. See Exhibit 99 for text of footnote 1.
2. See Exhibit 99 for text of footnote 2.
3. See Exhibit 99 for text of footnote 3.
4. See Exhibit 99 for text of footnote 4.
5. See Exhibit 99 for text of footnote 5.
6. See Exhibit 99 for text of footnote 6.
7. See Exhibit 99 for text of footnote 7.
Remarks:
/s/ Nathan R. Burby, Attorney-in-fact 08/04/2020
/s/ Nathan R. Burby, Attorney-in-fact 08/04/2020
/s/ Nathan R. Burby, Attorney-in-fact 08/04/2020
/s/ Nathan R. Burby, Attorney-in-fact 08/04/2020
/s/ Nathan R. Burby, Attorney-in-fact 08/04/2020
/s/ Nathan R. Burby, Attorney-in-fact 08/04/2020
/s/ Nathan R. Burby, Attorney-in-fact 08/04/2020
/s/ Nathan R. Burby, Attorney-in-fact 08/04/2020
/s/ Nathan R. Burby, Attorney-in-fact 08/04/2020
/s/ Nathan R. Burby, Attorney-in-fact 08/04/2020
** 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 4 (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.

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS Mezzanine Partners V
US, Ltd. (the "Company") does hereby make, constitute and
appoint each of Jamison Yardley and Nathan R. Burby, acting
individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities
Exchange Act of 1934, (as amended, the "Act"), with respect to
securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as
fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Mezzanine Partners V US, Ltd
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS Mezzanine Partners V
Offshore Fund, L.P. (the "Company") does hereby make, constitute
and appoint each of Jamison Yardley and Nathan R. Burby, acting
individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities
Exchange Act of 1934, (as amended, the "Act"), with respect to
securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as
fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Mezzanine Partners V Offshore Fund, L.P.
By: GS MEZZANINE PARTNERS V OFFSHORE L.L.C, its General Partner
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President


POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI Advisors, L.L.C.
(the "Company") does hereby make, constitute and appoint each of
Jamison Yardley and Nathan R. Burby, acting individually, its
true and lawful attorney, to execute and deliver in its name and
on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934,
(as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act,
giving and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present
by one of its authorized signatories, hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GSCP VI Advisors, L.L.C.
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS Capital Partners VI
Fund, L.P. (the "Company") does hereby make, constitute and
appoint each of Jamison Yardley and Nathan R. Burby, acting
individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities
Exchange Act of 1934, (as amended, the "Act"), with respect to
securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as
fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Capital Partners VI Fund, L.P.
By: GSCP VI Advisors, L.L.C., its General Partner
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS Capital Partners VI
Offshore Fund, L.P. (the "Company") does hereby make, constitute
and appoint each of Jamison Yardley and Nathan R. Burby, acting
individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities
Exchange Act of 1934, (as amended, the "Act"), with respect to
securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as
fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Capital Partners VI Offshore Fund, L.P.
By: GSCP VI Offshore Advisors, L.L.C., its General Partner
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI Offshore
Advisors, L.L.C. (the "Company") does hereby make, constitute
and appoint each of Jamison Yardley and Nathan R. Burby, acting
individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities
Exchange Act of 1934, (as amended, the "Act"), with respect to
securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as
fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GSCP VI Offshore Advisors, L.L.C.
By: General Partner of GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS Capital Partners VI
Parallel, L.P. (the "Company") does hereby make, constitute and
appoint each of Jamison Yardley and Nathan R. Burby, acting
individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities
Exchange Act of 1934, (as amended, the "Act"), with respect to
securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as
fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Capital Partners VI Parallel, L.P.
By: GS Advisors VI L.L.C., its General Partner
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS Capital Partners VI
GmbH & Co. KG (the "Company") does hereby make, constitute and
appoint each of Jamison Yardley and Nathan R. Burby, acting
individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities
Exchange Act of 1934, (as amended, the "Act"), with respect to
securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as
fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Capital Partners VI GmbH & Co. KG
By: GS Advisors VI, L.L.C., its Managing Limited Partner
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS Mezzanine Partners V
Institutional Fund, L.P. (the "Company") does hereby make,
constitute and appoint each of Jamison Yardley and Nathan R.
Burby, acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others,
any and all filings required to be made by the Company under the
Securities Exchange Act of 1934, (as amended, the "Act"), with
respect to securities which may be deemed to be beneficially
owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Mezzanine Partners V Institutional Fund, L.P.
By: GS Mezzanine Partners V Institutional Fund, L.L.C., its
General Partner
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSMP V Offshore US, Ltd.
(the "Company") does hereby make, constitute and appoint each of
Jamison Yardley and Nathan R. Burby, acting individually, its
true and lawful attorney, to execute and deliver in its name and
on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934,
(as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act,
giving and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present
by one of its authorized signatories, hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GSMP V Offshore US, Ltd.
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS Mezzanine Partners V
Institutional Fund, L.L.C. (the "Company") does hereby make,
constitute and appoint each of Jamison Yardley and Nathan R.
Burby, acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others,
any and all filings required to be made by the Company under the
Securities Exchange Act of 1934, (as amended, the "Act"), with
respect to securities which may be deemed to be beneficially
owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Mezzanine Partners V Institutional Fund, L.L.C.
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSMP V Onshore US, Ltd.
(the "Company") does hereby make, constitute and appoint each of
Jamison Yardley and Nathan R. Burby, acting individually, its
true and lawful attorney, to execute and deliver in its name and
on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934,
(as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act,
giving and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present
by one of its authorized signatories, hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GSMP V Onshore US, Ltd.
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS Mezzanine Partners V
Offshore Fund, L.L.C. (the "Company") does hereby make,
constitute and appoint each of Jamison Yardley and Nathan R.
Burby, acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others,
any and all filings required to be made by the Company under the
Securities Exchange Act of 1934, (as amended, the "Act"), with
respect to securities which may be deemed to be beneficially
owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Mezzanine Partners V Offshore Fund, L.L.C.
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSMP V Institutional US,
Ltd. (the "Company") does hereby make, constitute and appoint
each of Jamison Yardley and Nathan R. Burby, acting
individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities
Exchange Act of 1934, (as amended, the "Act"), with respect to
securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as
fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GSMP V Institutional US, Ltd.
By: GSMP V Institutional US, Ltd., its General Partner
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS Mezzanine Partners V
Onshore Fund, L.P. (the "Company") does hereby make, constitute
and appoint each of Jamison Yardley and Nathan R. Burby, acting
individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities
Exchange Act of 1934, (as amended, the "Act"), with respect to
securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as
fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Mezzanine Partners V Onshore Fund, L.P.
By: GS Mezzanine Partners V Onshore Fund, L.L.C., its General
Partner
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS Mezzanine Partners V
Onshore Fund, L.L.C. (the "Company") does hereby make,
constitute and appoint each of Jamison Yardley and Nathan R.
Burby, acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others,
any and all filings required to be made by the Company under the
Securities Exchange Act of 1934, (as amended, the "Act"), with
respect to securities which may be deemed to be beneficially
owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Mezzanine Partners V Onshore Fund, L.L.C.
By: General Partner of GS MEZZANINE PARTNERS V ONSHORE FUND L.P.
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that Goldman, Sachs Management
GP GmbH (the "Company") does hereby make, constitute and appoint
each of Jamison Yardley and Nathan R. Burby, acting
individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities
Exchange Act of 1934, (as amended, the "Act"), with respect to
securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as
fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
Goldman, Sachs Management GP GmbH
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS Advisors VI, L.L.C.
(the "Company") does hereby make, constitute and appoint each of
Jamison Yardley and Nathan R. Burby, acting individually, its
true and lawful attorney, to execute and deliver in its name and
on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934,
(as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act,
giving and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present
by one of its authorized signatories, hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect
until the earlier of (i)
July 29, 2023 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such
attorney-in-fact upon such cessation but shall continue in full
force and effect in relation to any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this Power of Attorney.
This Power of Attorney shall be governed by, and construed in
accordance with, the laws of the State of New York, without
regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of July 30, 2020.
GS Advisors VI, L.L.C.
By: GS Advisors VI L.L.C., its General Partner
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

FOOTNOTES
1. This statement is being filed by The Goldman Sachs Group, Inc.
("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), GSCP VI
Advisors, L.L.C. ("GSCP Advisors"), GS Capital Partners VI Fund,
L.P. ("GS Capital"), GS Advisors VI, L.L.C. ("GS Advisors"),
GSCP VI Offshore Advisors, L.L.C. ("GSCP Offshore Advisors"), GS
Capital Partners VI Offshore Fund, L.P. ("GS Offshore"),
Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Capital
Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners
VI GmbH & Co. KG ("GS Germany"), GSMP V Onshore US, Ltd. ("GSMP
Onshore"), GS Mezzanine Partners V Onshore Fund, L.P. ("GS
Mezzanine Onshore"), GS Mezzanine Partners V Onshore Fund,
L.L.C. ("GS Mezzanine Onshore GP"), GSMP V Institutional US,
Ltd. ("GSMP Institutional"), GS Mezzanine Partners V
Institutional Fund, L.P. ("GS Mezzanine Institutional"), GS
Mezzanine Partners V Institutional Fund, L.L.C. ("GS Mezzanine
Institutional GP"), GSMP V Offshore US, Ltd. ("GSMP Offshore"),
GS Mezzanine Partners V Offshore Fund, L.P. ("GS Mezzanine
Offshore"), GS Mezzanine Partners V Offshore Fund, L.L.C. ("GS
Mezzanine Offshore GP") , Broad Street Principal Investments
L.L.C ("BSPI" and, together with the foregoing entities,
the "Reporting Persons").
GS Capital, GS Offshore, GS Parallel, GS Germany, GSMP Onshore,
GSMP Institutional, and GSMP Offshore are referred to herein as
the "GS Investors". Goldman Sachs is a wholly-owned subsidiary
of GS Group. Goldman Sachs also serves as the manager and the
investment manager of certain of the Reporting Persons other
than GS Group. Neither the present filing nor anything contained
herein shall be construed as an admission that any Reporting
Person constitutes a "person" for any purpose other than for
compliance with Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Due to the electronic
system's limitation of 10 Reporting Persons per joint filing,
this statement is being filed in duplicate.
2. In accordance with the Amended and Restated Certificate of
Designations, Preferences and Rights of the Series D
Participating Convertible Preferred Stock (the "Series D
Preferred Stock"), the Series D Preferred Stock is convertible
into shares of common stock ("Common Stock") of MoneyGram
International, Inc. (the "Company") by a holder (other than the
Reporting Persons and their affiliates) who receives such shares
by means of (i) a widespread public distribution, (ii) a
transfer to an underwriter for the purpose of conducting a
widespread public distribution, (iii) a transfer in which no
transferee (or group of associated transferees) would receive 2%
or more of any class of voting securities of the Company, or
(iv) a transfer to a transferee that would control more than 50%
of the voting securities of the Company without any transfer
from such transferor or its affiliates, as applicable (each of
(i) - (iv), a "Widely Dispersed Offering"). The number of
shares of Common Stock to be issued upon conversion shall be
determined by multiplying each share of Series D Preferred Stock
by 125. The Series D Preferred Stock is non-voting while held by
the GS Investors or their affiliates, and while held by any
holder who receives such shares by means other than a Widely
Dispersed Offering.
3.Sold pursuant to Rule 144 of the Securities Act of 1933, as
amended.

4. As of August 4, 2020, GS Group may be deemed to beneficially
own an aggregate of 7,833,436 shares of Common Stock, consisting
of (i) 62,361.8998 shares of Series D Preferred Stock acquired
by the GS Investors on the Recapitalization Closing Date and
currently held by the GS Investors and BSPI, which are
convertible by a holder other than the Reporting Persons or
their affiliates, that receives such shares in a Widely
Dispersed Offering into 7,795,234 shares of Common Stock and
(ii) 38,202 shares of Common Stock acquired by Goldman Sachs or
another wholly-owned broker or dealer subsidiary of GS Group in
ordinary course trading activities, representing in the
aggregate approximately 10.8% of the outstanding Common Stock.

As of August 4, 2020, Goldman Sachs may be deemed to beneficially
own an aggregate of 7,073,507 shares of Common Stock, consisting
of (i) 56,282.4336 shares of Series D Preferred Stock acquired
by the GS Investors on the Recapitalization Closing Date, which
are convertible by a holder other than the Reporting Persons or
their affiliates, that receives such shares in a Widely
Dispersed Offering into 7,035,304 shares of Common Stock and
(ii) 38,202 shares of Common Stock acquired by Goldman Sachs or
another wholly-owned broker or dealer subsidiary of GS Group in
ordinary course trading activities, representing in the
aggregate approximately 9.8% of the outstanding Common Stock.
As of August 4, 2020, GSCP Advisors and GS Capital may each be
deemed to beneficially own an aggregate of 2,830,875 shares of
Common Stock, consisting of 22,647.0034 shares of Series D
Preferred Stock acquired by the GS Investors on the
Recapitalization Closing Date, which are convertible by a
holder, other than the Reporting Persons or their affiliates,
that receives such shares in a Widely Dispersed Offering into
2,830,875 shares of Common Stock, representing in the aggregate
approximately 3.9% of the outstanding Common Stock.
As of August 4, 2020, GSCP Offshore Advisors and GS Offshore may
each be deemed to beneficially own an aggregate of 2,354,623
shares of Common Stock, consisting of 18,836.9842 shares of
Series D Preferred Stock acquired by the GS Investors on the
Recapitalization Closing Date, which are convertible by a
holder, other than the Reporting Persons or their affiliates,
that receives such shares in a Widely Dispersed Offering into
2,354,623 shares of Common Stock, representing in the aggregate
approximately 3.2% of the outstanding Common Stock.
As of August 4, 2020, GS Advisors may be deemed to beneficially
own an aggregate of 879,051 shares of Common Stock, consisting
of 7,032.4130 shares of Series D Preferred Stock acquired by the
GS Investors on the Recapitalization Closing Date, which are
convertible by a holder, other than the Reporting Persons or
their affiliates, that receives such shares in a Widely
Dispersed Offering into 879,051 shares of Common Stock,
representing in the aggregate approximately 1.2% of the
outstanding Common Stock.
As of August 4, 2020, GS Parallel may be deemed to beneficially
own an aggregate of 778,442 shares of Common Stock, consisting
of 6,227.5391shares of Series D Preferred Stock acquired by the
GS Investors on the Recapitalization Closing Date, which are
convertible by a holder, other than the Reporting Persons or
their affiliates, that receives such shares in a Widely
Dispersed Offering into 778,442 shares of Common Stock,
representing in the aggregate approximately 1.1% of the
outstanding Common Stock.
As of August 4, 2020, GS GmbH and GS Germany may each be deemed
to beneficially own an aggregate of 100,609 shares of Common
Stock, consisting of 804.8739 shares of Series D Preferred Stock
acquired by the GS Investors on the Recapitalization Closing
Date, which are convertible by a holder, other than the
Reporting Persons or their affiliates, that receives such shares
in a Widely Dispersed Offering into 100,609 shares of Common
Stock, representing in the aggregate approximately 0.1% of the
outstanding Common Stock.
As of August 4, 2020, GS Mezzanine Onshore GP, GS Mezzanine
Onshore and GSMP Onshore may each be deemed to beneficially own
an aggregate of 370,714 shares of Common Stock, consisting of
2,965.7150 shares of Series D Preferred Stock acquired by the GS
Investors on the Recapitalization Closing Date, which are
convertible by a holder other than the Reporting Persons or
their affiliates, that receives such shares in a Widely
Dispersed Offering into 370,714 shares of Common Stock,
representing in the aggregate approximately 0.5% of the
outstanding Common Stock.
As of August 4, 2020, GS Mezzanine Institutional GP, GS Mezzanine
Institutional and GSMP Institutional may each be deemed to
beneficially own an aggregate of 39,115 shares of Common Stock,
consisting of 312.9226 shares of Series D Preferred Stock
acquired by the GS Investors on the Recapitalization Closing
Date, which are convertible by a holder, other than the
Reporting Persons or their affiliates, that receives such shares
in a Widely Dispersed Offering into 39,115 shares of Common
Stock, representing in the aggregate approximately 0.1% of the
outstanding Common Stock.
As of August 4, 2020, GS Mezzanine Offshore GP, GS Mezzanine
Offshore and GSMP Offshore may each be deemed to beneficially
own an aggregate of 560,924 shares of Common Stock, consisting
of 4,487.3953 shares of Series D Preferred Stock acquired by the
GS Investors on the Recapitalization Closing Date, which are
convertible by a holder, other than the Reporting Persons or
their affiliates, that receives such shares in a Widely
Dispersed Offering into 560,924 shares of Common Stock,
representing in the aggregate approximately 0.8% of the
outstanding Common Stock.
As of August 4, 2020, Broad Street Principal Investments, L.L.C.
may be deemed to beneficially own an aggregate of 545,385 shares
of Common Stock, consisting of 4,363.0855 shares of Series D
Preferred Stock acquired by the GS Investors on the
Recapitalization Closing Date and currently held by BSPI, which
are convertible by a holder, other than the Reporting Persons or
their affiliates, that receives such shares in a Widely
Dispersed Offering into 545,385 shares of Common Stock,
representing in the aggregate approximately 0.8% of the
outstanding Common Stock.
The Reporting Persons disclaim beneficial ownership of the
securities reported herein except to the extent of their
pecuniary interest therein.

5. Reflects a weighted average sale price of $3.49 per share, at
prices ranging from $3.28 to $3.87 per share.
6. Reflects a weighted average sale price of $3.54 per share, at
prices ranging from $3.37 to $3.66 per share.
7. Reflects a weighted average sale price of $3.58 per share, at
prices ranging from $3.50 to $3.66 per share.