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)
08/05/2020
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) 08/05/2020 S 2,568(3) (2) (2) Common Stock 321,000 $3.59(3)(5) 59,793.8987(4) I See footnotes(1)(4)
Series D Part. Conv. Pref. Stk., par value $0.01 (2) 08/06/2020 S 1,352(3) (2) (2) Common Stock 169,000 $3.49(3)(6) 58,441.8981(4) I See footnotes(1)(4)
Series D Part. Conv. Pref. Stk., par value $0.01 (2) 08/07/2020 S 1,520(3) (2) (2) Common Stock 190,000 $3.44(3)(7) 56,921.8974(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 08/07/2020
/s/ Nathan R. Burby, Attorney-in-fact 08/07/2020
/s/ Nathan R. Burby, Attorney-in-fact 08/07/2020
/s/ Nathan R. Burby, Attorney-in-fact 08/07/2020
/s/ Nathan R. Burby, Attorney-in-fact 08/07/2020
/s/ Nathan R. Burby, Attorney-in-fact 08/07/2020
/s/ Nathan R. Burby, Attorney-in-fact 08/07/2020
/s/ Nathan R. Burby, Attorney-in-fact 08/07/2020
/s/ Nathan R. Burby, Attorney-in-fact 08/07/2020
/s/ Nathan R. Burby, Attorney-in-fact 08/07/2020
** Signature of Reporting Person Date
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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 7, 2020, GS Group may be deemed to beneficially
own an aggregate of 7,153,436 shares of Common Stock, consisting
of (i) 56,921.8974 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 7,115,234 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 9.9% of the outstanding Common Stock.
As of August 7, 2020, Goldman Sachs may be deemed to beneficially
own an aggregate of 6,459,794 shares of Common Stock, consisting
of (i) 51,372.7521 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 6,421,592 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 8.9% of the outstanding Common Stock.
As of August 7, 2020, GSCP Advisors and GS Capital may each be
deemed to beneficially own an aggregate of 2,583,929 shares of
Common Stock, consisting of 20,671.4351 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
2,583,929 shares of Common Stock, representing in the aggregate
approximately 3.6% of the outstanding Common Stock.
As of August 7, 2020, GSCP Offshore Advisors and GS Offshore may
each be deemed to beneficially own an aggregate of 2,149,223
shares of Common Stock, consisting of 17,193.7842 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
2,149,223 shares of Common Stock, representing in the aggregate
approximately 3.0% of the outstanding Common Stock.
As of August 7, 2020, GS Advisors may be deemed to beneficially
own an aggregate of 802,369 shares of Common Stock, consisting
of 6,418.9567 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 802,369 shares of Common Stock,
representing in the aggregate approximately 1.1% of the
outstanding Common Stock.
As of August 7, 2020, GS Parallel may be deemed to beneficially
own an aggregate of 710,536 shares of Common Stock, consisting
of 5,684.2909 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 710,536 shares of Common Stock,
representing in the aggregate approximately 1.0% of the
outstanding Common Stock.
As of August 7, 2020, GS GmbH and GS Germany may each be deemed
to beneficially own an aggregate of 91,833 shares of Common
Stock, consisting of 734.6658 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 91,833 shares of Common
Stock, representing in the aggregate approximately 0.1% of the
outstanding Common Stock.
As of August 7, 2020, GS Mezzanine Onshore GP, GS Mezzanine
Onshore and GSMP Onshore may each be deemed to beneficially own
an aggregate of 338,375 shares of Common Stock, consisting of
2,707.0027 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 338,375 shares of Common Stock,
representing in the aggregate approximately 0.5% of the
outstanding Common Stock.
As of August 7, 2020, GS Mezzanine Institutional GP, GS Mezzanine
Institutional and GSMP Institutional may each be deemed to
beneficially own an aggregate of 35,703 shares of Common Stock,
consisting of 285.6264 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 35,703 shares of Common
Stock, representing in the aggregate approximately 0.05% of the
outstanding Common Stock.
As of August 7, 2020, GS Mezzanine Offshore GP, GS Mezzanine
Offshore and GSMP Offshore may each be deemed to beneficially
own an aggregate of 511,993 shares of Common Stock, consisting
of 4,095.9470 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 511,993 shares of Common Stock,
representing in the aggregate approximately 0.7% of the
outstanding Common Stock.
As of August 7, 2020, BSPI may be deemed to beneficially own an
aggregate of 497,810 shares of Common Stock, consisting of
3,982.4850 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 497,810 shares of Common
Stock, representing in the aggregate approximately 0.7% 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 $3.59 per share, at
prices ranging from $3.47 to $3.71 per share.
6. Reflects a weighted average sale price of $3.49 per share, at
prices ranging from $3.43 to $3.56 per share.
7. Reflects a weighted average sale price of $3.44 per share, at
prices ranging from $3.33 to $3.51 per share.