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^*

MILNE PHILIP W

(Last)

(First)

(Middle)

1550 UTICA AVE SO

SUITE 100

(Street)

MINNEAPOLIS

55416

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	06/30/2004⁽¹⁾	⁽¹⁾	J⁽¹⁾	V	130,221	A⁽¹⁾	⁽¹⁾	130,221⁽¹⁾	D
Common Stock⁽¹⁾	06/30/2004⁽¹⁾	⁽¹⁾	J⁽¹⁾	V	8,800.1796	A⁽¹⁾	⁽¹⁾	8,800.1796⁽¹⁾	I	By 401(k)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (right to buy)⁽¹⁾	$9.3047	06/30/2004⁽¹⁾	⁽¹⁾	J⁽¹⁾	V	5,678		08/18/1996	08/17/2004	Common Stock	5,678	⁽¹⁾	5,678⁽¹⁾	D
Options (right to buy)⁽¹⁾	$9.9369	06/30/2004⁽¹⁾	⁽¹⁾	J⁽¹⁾	V	390		08/17/1997	08/16/2005	Common Stock	390	⁽¹⁾	390⁽¹⁾	D
Options (right to buy)⁽¹⁾	$10.5646	06/30/2004⁽¹⁾	⁽¹⁾	J⁽¹⁾	V	18,600		08/16/1998	08/15/2006	Common Stock	18,600	⁽¹⁾	18,600⁽¹⁾	D
Options (right to buy)⁽¹⁾	$13.9671	06/30/2004⁽¹⁾	⁽¹⁾	J⁽¹⁾	V	18,000		08/21/1999	08/20/2007	Common Stock	18,000	⁽¹⁾	18,000⁽¹⁾	D
Options (right to buy)⁽¹⁾	$18.8687	06/30/2004⁽¹⁾	⁽¹⁾	J⁽¹⁾	V	14,500		05/12/2000	05/11/2008	Common Stock	14,500	⁽¹⁾	14,500⁽¹⁾	D
Options (right to buy)⁽¹⁾	$22.4616	06/30/2004⁽¹⁾	⁽¹⁾	J⁽¹⁾	V	16,000		05/11/2001	05/10/2009	Common Stock	16,000	⁽¹⁾	16,000⁽¹⁾	D
Options (right to buy)⁽¹⁾	$18.6069	06/30/2004⁽¹⁾	⁽¹⁾	J⁽¹⁾	V	25,000		02/18/2002	02/17/2010	Common Stock	25,000	⁽¹⁾	25,000⁽¹⁾	D
Options (right to buy)⁽¹⁾	$19.1875	06/30/2004⁽¹⁾	⁽¹⁾	J⁽¹⁾	V	44,700		02/16/2003	02/15/2011	Common Stock	44,700	⁽¹⁾	44,700⁽¹⁾	D
Options (right to buy)⁽¹⁾	$15.6774	06/30/2004⁽¹⁾	⁽¹⁾	J⁽¹⁾	V	60,000		11/16/2003	11/15/2011	Common Stock	60,000	⁽¹⁾	60,000⁽¹⁾	D
Options (right to buy)⁽¹⁾	$20.7979	06/30/2004⁽¹⁾	⁽¹⁾	J⁽¹⁾	V	45,700		03/27/2004	03/26/2012	Common Stock	45,700	⁽¹⁾	45,700⁽¹⁾	D
Options (right to buy)⁽¹⁾	$15.6165	06/30/2004⁽¹⁾	⁽¹⁾	J⁽¹⁾	V	45,700		⁽²⁾	02/19/2013	Common Stock	45,700	⁽¹⁾	45,700⁽¹⁾	D
Options (right to buy)⁽¹⁾	$19.3208	06/30/2004⁽¹⁾	⁽¹⁾	J⁽¹⁾	V	36,600		⁽³⁾	02/18/2011	Common Stock	36,600	⁽¹⁾	36,600⁽¹⁾	D
Stock Units⁽¹⁾⁽⁴⁾	⁽¹⁾⁽⁴⁾	06/30/2004⁽¹⁾⁽⁴⁾	⁽¹⁾⁽⁴⁾	J⁽¹⁾⁽⁴⁾	V	13,277.5573		⁽¹⁾⁽⁴⁾	⁽¹⁾⁽⁴⁾	Common Stock	⁽¹⁾⁽⁴⁾	⁽¹⁾⁽⁴⁾	13,277.5573⁽¹⁾⁽⁴⁾	D

Explanation of Responses:

1. In a spin-off effective on June 30, 2004, Viad Corp ("Viad") distributed to its stockholders the shares of MoneyGram International, Inc. ("MGI"). At the time of the spin-off, holders of Viad stock received one share of MGI stock for each Viad share held on the record date of June 24, 2004. In addition, (a) all outstanding options to purchase Viad common stock were adjusted to consist of options to purchase Viad common stock and MGI common stock; (b) holders of stock units under deferred compensation plans of Viad received one MGI stock unit for each Viad stock unit held on the record date; and (c) holders of Viad restricted stock received one share of MGI restricted stock for each Viad share of restricted stock held on the record date. The securities ownership of the reporting person listed herein consists of the securities of MGI held immediately following the spin-off as a result of the spin-off distribution. The transaction is exempt pursuant to Rule 16a-9(a).

2. The option vests in three equal installments beginning on February 20, 2004.

3. The option vests in five equal installments beginning on February 19, 2005.

4. Stock units held pursuant to Viad Corp Deferred Compensation Plan.

Remarks:

	Claudia Saavedra for Philip W. Milne	07/12/2004
	** Signature of Reporting Person	Date
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