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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
THOMAS H. LEE ADVISORS, LLC

(Last) (First) (Middle)
100 FEDERAL STREET, 35TH FLOOR

(Street)
BOSTON MA 02110

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2011
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 05/18/2011 M 279,074,306 A $2.5 279,074,306 I See Note(1)
Common Stock - See Note(2) 05/18/2011 A 27,438,825 A (2) 306,513,131 I See Note(1)
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 B Participating Convertible Preferred Stock $2.5 05/18/2011 M 482,274.016 (5) (3) Common Stock 279,074,306 (4) 0 I See Note(1)
1. Name and Address of Reporting Person*
THOMAS H. LEE ADVISORS, LLC

(Last) (First) (Middle)
100 FEDERAL STREET, 35TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THL Equity Advisors VI, LLC

(Last) (First) (Middle)
100 FEDERAL STREET, 35TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Thomas H. Lee Equity Fund VI, L.P.

(Last) (First) (Middle)
100 FEDERAL STREET, 35TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Thomas H. Lee Parallel Fund VI, L.P.

(Last) (First) (Middle)
100 FEDERAL STREET, 35TH FLOOR

(Street)
BOSTON MA 02110

(City) (State) (Zip)
Explanation of Responses:
1. See Exhibit 99.1 for text of footnote (1)
2. See Exhibit 99.1 for text of footnote (2)
3. See Exhibit 99.1 for text of footnote (3)
4. See Exhibit 99.1 for text of footnote (4)
5. See Exhibit 99.1 for text of footnote (5)
Remarks:
Exhibits 99.1 (Footnotes to Form 4) and 99.2 (Joint Filer Information) are incorporated herein by reference. This statement is being filed by Thomas H. Lee Advisors, LLC ("Advisors"), THL Equity Advisors VI, LLC ("Advisors VI"), Thomas H. Lee Equity Fund VI, L.P. ("Equity") and Thomas H. Lee Parallel Fund VI, L.P. ("Parallel"). Advisors is the general partner of Thomas H. Lee Partners, L.P., THL Coinvestment Partners, L.P. and THL Operating Partners, L.P. Thomas H. Lee Partners, L.P. is the manager of Advisors VI, which, in turn, is the general partner of Equity, Parallel, Thomas H. Lee Equity Parallel (DT) Fund VI, L.P. and THL Equity Fund VI Investors (MoneyGram), LLC. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, as amended, and that certain Amended and Restated Purchase Agreement, dated March 17, 2008, between the Issuer and the Investors party thereto, the reporting persons have rights to designate representatives to the Board of Directors of the Issuer. As of the date of this statement, Thomas Hagerty, Seth Lawry, Scott Jaeckel and Ganesh Rao serve on the Board of Directors of the Issuer as representatives of the reporting persons.
THOMAS H. LEE ADVISORS, LLC, /s/ Charles Holden, Managing Director 05/20/2011
** 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).
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.