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*
Silver Point Capital L.P.

(Last) (First) (Middle)
TWO GREENWICH PLAZA
FIRST FLOOR

(Street)
GREENWICH CT 06830

(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)
11/23/2011
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 11/23/2011 S 35,354 D $15.539 759,093 I(1)(2) See Footnotes
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
1. Name and Address of Reporting Person*
Silver Point Capital L.P.

(Last) (First) (Middle)
TWO GREENWICH PLAZA
FIRST FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Silver Point Capital Management, L.L.C.

(Last) (First) (Middle)
TWO GREENWICH PLAZA
FIRST FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MULE EDWARD A

(Last) (First) (Middle)
TWO GREENWICH PLAZA
FIRST FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
O'Shea Robert J

(Last) (First) (Middle)
TWO GREENWICH PLAZA
FIRST FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Silver Point Capital, L.P. ("Silver Point") is the investment manager of Silver Point Capital Fund, L.P. ("Fund") and Silver Point Capital Offshore Fund, Ltd. ("Offshore Fund") (collectively, the "Funds") and, by reason of such status, may be deemed to be the beneficial owner of all of the reported securities held by the Funds. Silver Point Capital Management, LLC ("Management") is the general partner of Silver Point and as a result may be deemed to be the beneficial owner of all securities held by the Funds. Each of Mr. Edward A. Mule and Mr. Robert J. O'Shea is a member of Management and has voting and investment power with respect to the securities held by the Fund and the Offshore Fund and may be deemed to be a beneficial owner of the securities held by the Fund and the Offshore Fund.
2. (contd.) Silver Point, Management and Messrs. Mule and O'Shea disclaim beneficial ownership of the securities held by the Fund and the Offshore Fund, except to the extent of any pecuniary interest therein.
Remarks:
Remarks: The Reporting Persons are filing this report because they may be deemed to be members of a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) which may be deemed to beneficially own more than 10% of the Issuer's common stock. The Reporting Person does not have (i) any direct or indirect pecuniary interest in or (ii) the power to vote or dispose of, or the power to direct the vote or disposition of, any shares of common stock of the Issuer held by any other person, including, without limitation, any other person who may be deemed to be a member of the group. The Reporting Persons disclaim beneficial ownership of any securities of the Issuer held by any other person, including, without limitation, any other person who may be deemed to be a member of the group, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purposes of Section 16 under the Securities Exchange Act of 1934 or otherwise.
/s/ Frederick H. Fogel, Authorized Signatory on behalf of Silver Point Capital, L.P. and Silver Point Capital Management, LLC 11/28/2011
/s/ Frederick H. Fogel (as attorney-in-fact on behalf of Edward A. Mule) 11/28/2011
/s/ Frederick H. Fogel (as attorney-in-fact on behalf of Robert J. O'Shea) 11/28/2011
** 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).
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