UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Amendment No. 7)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
MONEYGRAM INTERNATIONAL, INC.
 
(Name of Issuer)
 
Common Stock, par value $0.01 per share
 
(Title of Class of Securities)
 
60935Y208
 
(CUSIP Number)
 
Amr Razzak
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Palo Alto, California 94301
(650) 470-4533
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
March 29, 2021
 
(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. ☐
 
 

CUSIP No. 60935Y208
  
1
NAME OF REPORTING PERSONS
   
Ripple Labs Inc.
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
   
3
SEC USE ONLY
   
 
   
   
4
SOURCE OF FUNDS
   
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
 
 
6,103,962
 
 
 
 
8
SHARED VOTING POWER
 
 
-0-
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
6,103,962
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
-0-
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
6,103,962
   
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
     
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
7.87%
   
   
14
TYPE OF REPORTING PERSON
   
CO
   




Introductory Note
 
This filing (this “Amendment”) constitutes Amendment No. 7 to the Schedule 13D originally filed by Ripple Labs Inc. (the “Reporting Person”) with the Securities and Exchange Commission (the “SEC”) on June 27, 2019 (the “Original Schedule 13D”), relating to the common stock, par value $0.01 per share (the “Common Stock”) of MoneyGram International, Inc., a Delaware corporation (the “Issuer”), as previously amended by Amendment Nos. 1, 2, 3, 4, 5 and 6 filed with the SEC on November 26, 2019, November 27, 2020, December 4, 2020, December 14, 2020, March 11, 2021 and March 22, 2021, respectively. Each item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D as previously amended. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Schedule 13D as previously amended. When disclosure made in one Item in the Original Schedule 13D as previously amended was incorporated by reference into another Item, amendments made herein to any such first Item are incorporated into each such second Item of the Original Schedule 13D as previously amended.
 
Item 5.
Interest in Securities of the Company.
 
Item 5 is hereby amended and supplemented as follows:
 
(a), (b) The Reporting Person holds and has sole voting and investment power with respect to 6,103,962 shares of Common Stock, representing 7.87% of the shares of Common Stock outstanding (on the basis of the 77,578,455 shares of Common Stock outstanding as of March 8, 2021, as reported by the Issuer in its 2021 definitive proxy statement on Schedule 14A filed by the Issuer on March 25, 2021).
 
(c) On March 29, 2021, the Reporting Person exercised the Additional Warrant, in whole, consisting of 1,195,123 warrants to purchase Common Stock at $0.01 per underlying share of Common Stock, and received 1,193,381 shares of Common Stock due to cashless exercise.  These 1,193,381 shares of Common Stock will be subject to sale pursuant to the Plan.

The following table sets forth the sales by the Reporting Person pursuant to the Plan totaling 774,546 shares of Common Stock, all on the open market:


Date of Transaction
 
Quantity of Shares of Common Stock(1)
 
Price per Share(2)
 
Range of Prices per Share(1)
3/23/2021
 
99,557
 
$          6.59
 
$6.44 to $6.91
3/24/2021
 
324,016
 
$          6.36
 
$5.90 to $6.73
3/25/2021
 
81,018
 
$          5.86
 
$5.67 to $6.04
3/26/2021
 
116,165
 
$          5.97
 
$5.81 to $6.17
3/29/2021
 
82,751
 
$          5.85
 
$5.73 to $6.14
3/30/2021
 
71,039
 
$          5.84
 
$5.68 to $5.96
             

(1)
 
The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Shares sold at each separate price within such range.
     
(2)
 
Represents the weighted average price for shares sold in multiple transactions.


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: March 30, 2021
 
 
RIPPLE LABS INC.
 
       
 
By:
/s/ Eric van Miltenburg
 
 
Name:  
Eric van Miltenburg
 
 
Title:
Chief Business Officer