0000899243-23-014555.txt : 20230606 0000899243-23-014555.hdr.sgml : 20230606 20230606063019 ACCESSION NUMBER: 0000899243-23-014555 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230601 FILED AS OF DATE: 20230606 DATE AS OF CHANGE: 20230606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Johnson Brian CENTRAL INDEX KEY: 0001945515 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31950 FILM NUMBER: 23994831 MAIL ADDRESS: STREET 1: 2828 NORTH HARWOOD ST STREET 2: 15TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MONEYGRAM INTERNATIONAL INC CENTRAL INDEX KEY: 0001273931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 161690064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2828 N. HARWOOD STREET, 15TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149997640 MAIL ADDRESS: STREET 1: 2828 N. HARWOOD STREET, 15TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-06-01 1 0001273931 MONEYGRAM INTERNATIONAL INC MGI 0001945515 Johnson Brian C/O MONEYGRAM INTERNATIONAL, INC. 2828 NORTH HARWOOD STREET, 15TH FLOOR DALLAS TX 75201 0 1 0 0 Chief Financial Officer 0 Common Stock 2023-06-01 4 D 0 303616 D 0 D Performance-Based Restricted Stock Units (PSUs) 2023-06-01 4 D 0 32259 D Common Stock 32259 0 D Pursuant to the Agreement and Plan of Merger, dated as of February 14, 2022 (the "Merger Agreement") by and among the Issuer, Mobius Parent Corp., a Delaware corporation ("Parent") and an affiliate of Madison Dearborn Partners, LLC, and Mobius Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, on June 1, 2023 (the "Effective Time"), each share of Common Stock held by the Reporting Person was automatically cancelled and converted into the right to receive $11.00 in cash (the "Merger Consideration"). In addition, (i) any restricted stock units subject to time-based vesting (each, an "RSU") that were granted prior to calendar year 2023 (i.e., 76,992 RSUs) automatically became fully vested and were cancelled and converted into the right to receive the Merger Consideration; (Continued from footnote 1) (ii) any RSUs that were granted during calendar year 2023 (i.e., 64,517 RSUs) were converted into a cash-settled award that would thereafter continue in accordance with the same vesting terms and conditions following the transactions contemplated by the Merger Agreement; and (iii) any PSUs that were granted prior to calendar year 2023 (i.e., 33,772 PSUs) which have vested based on achievement of the applicable performance criteria at the greater of target and the actual level of performance achieved were cancelled and converted into the right to receive the Merger Consideration. Represents restricted stock units subject to performance-based vesting (each, a "PSU") held by the Reporting Person that originally represented the right to receive, upon satisfaction of the applicable performance criteria and vesting of the PSU, one share of Common Stock of the Issuer. Pursuant to the terms of Merger Agreement, at the Effective Time, any PSUs that were granted during calendar year 2023 (i.e., 32,259 PSUs) were converted into a cash-settled award based on achievement of the applicable performance criteria at the greater of target and the actual level of performance achieved as of immediately prior to the Effective Time that would thereafter continue in accordance with the same vesting terms and conditions following the transactions contemplated by the Merger Agreement. /s/ Robert L. Villasenor, attorney-in-fact for Brian Johnson 2023-06-05